Secondary Transactions
Morgan Lewis is a trusted adviser to clients in the secondary transaction sector, including secondary funds, institutional investors, and other participants buying and selling private fund interests and parties involved in GP-led secondary transactions. Our vast market knowledge and involvement in a range of transaction structures, market instruments, asset classes, and jurisdictions make us one of the most comprehensive secondary transaction teams in the world.
Ranked by Private Equity Investor, Secondaries Investor, and Chambers USA as one of the law firms handling the largest volume of secondary transactions, many of the largest, most active global buyers and sellers turn to Morgan Lewis to achieve their objectives in this space. We have represented buyers, sellers, and general partners in some of the most complex secondary private fund transactions—involving thousands of interests in private funds and spanning the full spectrum of asset classes.
How We Can Help
Our clients rely on us to protect their short- and long-term interests in every transaction. Our experience includes:
- Structuring innovative secondary market transactions, including traditional purchases and sales of fund interests, deferred purchase price deals, fund recapitalizations and restructurings, continuation funds, preferred equity arrangements, tender offers, and structured, stapled, and synthetic secondary deals
- Assessing legal, tax, and ERISA issues and market terms
- Forming secondary funds, continuation funds, preferred equity entities, and acquisition vehicles
- Representing pension plans, sovereign wealth funds, endowments, family offices, insurance companies, institutional investors, and high net worth individuals in the sale of portfolios of private fund interests, including negotiations with brokers, legal advice during the auction process, assessing tax withholding issues, negotiating purchase agreements and transfer agreements, and processing closings
- Assisting secondary funds, funds-of-funds and other buyers and investors in purchasing private fund interests, participating in co-investments, making “stapled commitments” to subsequent funds, and acting as lead investors, co-lead investors, syndicate members, and minority investors in general partner (GP)-led secondary transactions
- Advising GPs and investment managers on single- and multi-asset continuation funds, tender offers, recapitalizations, affiliate transfers, preferred equity deals, and similar liquidity transactions, including related legal, regulatory, and tax issues
- Drafting and negotiating contractual arrangements with intermediaries and counterparties
- Advising on financings, borrowings, and credit facilities and other structured solutions
We guide clients through every stage of a transaction and tailor our counsel to individual needs, including assistance with structured transactions, restructurings, leveraged acquisitions, special purpose vehicles, and other situations in all major global tax jurisdictions.
In particular, GP-led secondary transactions have become a vital management tool as GPs look to extend the life of investments, provide liquidity to early investors, and increase long-term returns. Through our representation of buyers, institutional investors, and general partners, our lawyers have a command of GP-led secondary transactions, including single- and multi-asset continuation funds, fund recapitalizations, preferred equity deals, tender offers, fund restructurings, and more. Beyond our GP-side representations, we regularly represent some of the largest secondary buyers in these transactions, whether in their capacities as lead investors, co-lead investors, minority investors, or as members of a syndicate.
GLOBAL REACH & CAPABILITIES
From our offices around the world, we strategically navigate clients through portfolio and single-asset deals, sponsor-led restructurings, tender offers, stapled transactions, co-investments, leveraged acquisitions, and complex structuring, whether in North America, South America, Europe, Asia, or the Middle East. We are also actively involved in the formation and administration of secondary funds and all other types of global private funds. We advise on all aspects of fund organization, including lead and incubation investment negotiations, domicile selection, registration exemption, and fee compensation structures.
