Key Considerations in Secondaries Fund Financing Transactions

Secondaries fund managers may seek subscription and/or net asset value loan facilities to finance acquisitions and provide liquidity to investors. Although such financing facilities are familiar and widespread in the industry, there are certain complications from applying them in the context of secondaries funds. Those difficulties are largely rooted in limitations found in the underlying fund documents of the applicable LP interests, as well as certain consents that need to be obtained from those GPs. To highlight those and other issues, the Practising Law Institute hosted a panel on secondaries fund financing transactions. The program examined key issues associated with financing facilities backed by a secondaries fund’s portfolio of LP interests, including pledge and transfer restrictions; confidentiality provisions and lender due diligence; loan-to-value and concentration limits; and lender foreclosures. Moderated by Proskauer partner Matthew K. Kerfoot, the program featured Davis Polk partner David J. Kennedy; Fried Frank special counsel Abraham Rudy; Clifford Chance counsel Steven Starr; and Joel S. Kress, managing director in the Ares Secondaries Group. This article synthesizes their insights. See “Secondaries Unlocked: A Market Grown Up and Continuing to Evolve” (Nov. 13, 2025).

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