GP-Led Continuation Vehicles 2026: $115B Volume, 28 Deals

Quick Answer. We tracked 28+ named US GP-led continuation vehicle (CV) transactions 2024-2026 across single-asset CVs (Vista/Cloud Software $5.6B, New Mountain/Real Chemistry $3.1B, Cerberus/SubCom $2.3B, KSL/Alterra $3B+, Ares/Convergint $850M), multi-asset CVs (Stone Point 8-asset $3B, Onex multi-asset $1.6B), and growth-asset CVs (Insight CF III $1.5B, Inflexion $3.1B equivalent). Three top-line findings: (1) 2025 GP-led secondary volume reached $115-116B (vs $74-84B 2024 and $52B 2023), with 147 CV transactions in 2024 and $900M average CV size in 2025. 29 CVs at $1B+ in 2025 vs 21 in 2024. CV share of GP-led: 89% per Jefferies, 86% per Lazard. (2) 5th Circuit PFAR vacatur of June 5, 2024 is now finalized (no en banc, no certiorari), which preserves single-LPAC-vote CV mechanics and accelerated 2025 adoption. ILPA May 2023 Guidance is operative with a status-quo rollover default. Dailane v. H.I.G. Chancery litigation is the under-tracked conflict-of-interest case. (3) The 5-firm secondary oligopoly (Ardian ASF IX $30B record, Blackstone SP IX $22.2B, Lexington X $22.7B, Goldman Vintage IX $14.2B, Coller CIP IX $17B platform) accounts for 60%+ of secondary market deployment. Secondary dry-powder runway is only 1.3 years despite record fundraising. 2024 buyout CV pricing of 92-94% NAV reached parity with strategic exits; 2025 overall pricing settled at 87% NAV. Deferred consideration appeared in 29% of 2025 GP-led transactions, reshaping seller economics. Last verified: June 20, 2026.

US GP-led continuation vehicle 2024-2026 market report data visualization
$115B GP-led secondary market 2025 across 28+ named CV transactions, sourced from primary Jefferies, Lazard, Greenhill, Evercore Secondary Market Reports, and sponsor press.

Methodology

This brief is built from primary sources only: sponsor press releases, law-firm transaction announcements, advisor-published market reviews (Jefferies, Lazard, Greenhill, Evercore, Setter Capital, Houlihan Lokey), federal court filings, ILPA published guidance, and named secondary buyer disclosures. Every numeric or dated claim carries an inline citation URL. Where a fact could not be verified to a single primary source within the research window, the cell is flagged GAP. Per-row confidence ratings (HIGH, MEDIUM, LOW, GAP) appear on every CV transaction row and every secondary fund size disclosure.

Confidence definitions: HIGH = sponsor press release plus law-firm confirmation plus advisor or buyer confirmation; MEDIUM = sponsor or buyer press release only, or two trade-press citations without primary confirmation; LOW = single trade-press citation, range estimate, or modeled figure; GAP = no public primary source within window.

Geographic scope: US-domiciled or US-LP-dominated CV transactions, with select cross-border references (Inflexion, Astorg, Tikehau, Triton) included where the LP base is materially US institutional or where the deal sets a US pricing benchmark. Time window: January 1, 2024 through June 20, 2026.

This piece is a companion to the CT Acquisitions DR-94 explainer on independent sponsor economics and the family offices acquiring businesses guide. Both pieces share a finance-newsletter audience and a primary-source citation discipline.

Macro spine: the secondary market doubled in two years

The global secondary market moved from a $130 billion curiosity in 2021 to a $233-240 billion structural release valve in 2025, and the GP-led continuation vehicle is the dominant transaction type within the GP-led half of that market.

2024 baseline. Jefferies measured 2024 global secondary volume at approximately $162 billion, a record at the time. The split was roughly $87 billion LP-led versus $75 billion GP-led, with GP-led volume up from $52 billion in 2023 (a 44% year-over-year increase). Sources: Jefferies, Global Secondary Market Review January 2025; Greenhill, recapped at SecondariesInvestor (Greenhill reported GP-led at $84 billion). Lazard pegged 2024 total at $152 billion, with GP-led volume of $74 billion, per the Lazard 2025 Secondary Market Report. The three advisors’ numbers diverge because each surveys a different deal universe; the consensus midpoint sits at $152-162 billion total and $74-84 billion GP-led.

2025 acceleration. Jefferies’ January 2026 review put 2025 global secondary volume at $240 billion, a 48% year-over-year increase and a new all-time high, with the second half of the year accounting for more than half of full-year activity. The LP/GP split was $125 billion LP-led versus $115 billion GP-led; GP-led volume rose 53% year-over-year. Source: Jefferies summary at Lugen Family Office. Lazard’s 2025 number was $233 billion total, $116 billion GP-led and $117 billion LP-led, a 53% market growth rate. Source: Lazard 2025 Secondary Market Report. The $65 billion-plus 2024 GP-led figure that still circulates in trade press is a stale H1 2024 annualization; the verified full-year 2024 number is $74-84 billion depending on advisor.

Continuation vehicles are now 89% of GP-led volume. Per Jefferies, continuation funds represented approximately 89% of all GP-led transactions in 2025, with single-asset CVs crossing 50% of CV volume for the first time. Lazard puts continuation funds at 86% of GP-led volume in 2025, with single-asset CFs at approximately 53% and multi-asset CFs at approximately 33%. Sources: Jefferies January 2026 summary; Lazard 2025 Secondary Market Report.

Deal count. Houlihan Lokey’s 2024 Continuation Fund Study (referenced by Kroll) counted 147 continuation fund-related transactions in 2024, up from approximately 89 in 2023 per secondary market reporting. 2025 deal count was on pace to exceed 2024, with the number of $1 billion-plus CVs rising 57% to 29 transactions (versus 21 in 2024). Source: Jefferies, summarized at Lugen Family Office.

Median CV deal size. Jefferies pegs average CV size at approximately $900 million in 2025. The size distribution is bimodal: a long tail of $200-500 million middle-market deals and a head of $1 billion-plus single-asset CVs for trophy assets. Houlihan Lokey reports the median across its 2024 sample sat in the $500-700 million range. GAP: exact median not publicly disclosed by HL outside its subscriber product.

Adoption breadth. Jefferies’ January 2026 review states that 78 of the top 100 global sponsors by AUM have executed at least one CV. By 2025, nearly 80% of the top 100 sponsors by assets under management had completed a CV transaction. Source: Jefferies summary.

Asset-class mix within CVs. Buyout dominated CV strategy at approximately 78% of H1 2024 CV volume per Jefferies’ H1 2024 review. Credit secondaries went from a fringe strategy at approximately $6 billion in 2023 to a projected $17 billion-plus in 2025, with GP-led credit CVs expected to exceed 70% of credit secondary volume in 2025 (up from 38% in 2024). Source: Private Markets Insights 2025 Year in Review.

The 2025 record: $115-116B GP-led, 29 CVs at $1B+, $900M average

2025 is the watershed year for the GP-led continuation vehicle market. Three records were set simultaneously: aggregate GP-led volume crossed $115 billion (Jefferies $115B, Lazard $116B), the count of $1 billion-plus CVs rose 57% from 21 in 2024 to 29 in 2025 (per Jefferies), and average CV size climbed to approximately $900 million.

Second-half concentration. Jefferies notes that H2 2025 accounted for more than half of full-year 2025 activity. The H1 2025 to H2 2025 step-up corresponds to the closing of mega-deals in the back half of the year (Vista Cloud Software $5.6B in June 2025, Crescent $3.2B in January 2026, TPG Twin Brook approximately $3B in August 2025, Benefit Street $2.3B in September 2025).

Three closing windows dominate 2024-2026. Q1 2024 (KSL Alterra $3B closed January 29, 2024). Q4 2024 (Insight CF III $1.5B closed October 2024; Court Square/PlayCore closed November 25, 2024). Q1 2025 through Q2 2025 (Trinity Ventures $435M January 2025; New Mountain Real Chemistry $3.1B April 2025; Leonard Green four-asset $2.2B 2025; Inflexion £2.3B May 2025; Vista Cloud Software $5.6B June 2025; Tikehau Egis €1B+ July 2025). H2 2025 through H1 2026 (TPG Twin Brook ~$3B August 2025; Benefit Street $2.3B September 2025; Crescent $3.2B January 2026; Ares Convergint $850M March 2026; Cerberus SubCom $2.3B April 2026; Onex multi-asset $1.6B April 2026; New Mountain Azuria+Inframark $2.4B April 2026; Antares $1.7B H1 2026).

Single-asset CVs cross 50% threshold. Per Lazard, single-asset CFs were approximately 53% of total CF volume in 2025, multi-asset CFs approximately 33%, and other GP-led structures approximately 14%. Single-asset CFs at 50%+ for the first time signals that sponsors are using CVs not as tail-end cleanup but as a conviction extension on trophy assets. Source: Lazard 2025 Secondary Market Report.

Trade-press double-counting risk. Several industry trackers reported “2024 GP-led volume of $65 billion” through Q3 2024. That figure was the H1 2024 annualized run-rate, not the full-year figure. The verified full-year 2024 GP-led figure is $74-84 billion (Lazard $74B, Jefferies $75B, Greenhill $84B). Buyside LP-side advisors who cite the $65 billion figure are working from stale advisor reports.

5th Circuit PFAR vacatur of June 5, 2024 is now final

The most consequential US regulatory development for the CV market in 2024-2026 is the vacatur of the SEC Private Fund Adviser Rule (PFAR) by the 5th Circuit Court of Appeals.

SEC PFAR adoption, August 23, 2023. The SEC adopted PFAR by a split 3-2 vote under Sections 206(4) and 211(h) of the Investment Advisers Act. The rule would have mandated quarterly investor statements, annual private fund audits, restricted preferential treatment via side letters, regulated GP-led secondaries (including a required fairness or valuation opinion for every adviser-led secondary transaction), and forbade certain compensation practices. Effective dates were staggered through 2025-2026.

Industry petition, September 1, 2023. The National Association of Private Fund Managers and five other trade groups filed a joint petition challenging PFAR in the 5th Circuit. The petitioners argued that the SEC exceeded its statutory authority under Section 206(4) (which requires identification of a fraudulent practice before rulemaking) and improperly invoked Section 211(h) (which applies only to retail investors).

5th Circuit panel decision, June 5, 2024. A unanimous three-judge panel of the US Court of Appeals for the 5th Circuit vacated PFAR in its entirety in National Association of Private Fund Managers v. SEC, holding that the SEC exceeded its statutory authority and that “no part of it can stand.” Sources: White & Case; Debevoise & Plimpton; Sidley Austin; Holland & Knight.

SEC declined to seek en banc or certiorari. The SEC did not file for en banc review within the 45-day window after the June 5, 2024 panel decision, and did not file for Supreme Court certiorari within the 90-day window. The vacatur is now final. As of June 20, 2026, PFAR remains vacated and the SEC has not proposed a successor rule for GP-led secondaries. SEC enforcement focus has shifted to existing antifraud and disclosure provisions of the Advisers Act.

Effect on CV market. The PFAR vacatur eliminated three frictions that would have applied to CV transactions had the rule survived: (1) the SEC-mandated fairness opinion (now governed by sponsor-LPA practice and Houlihan Lokey/Kroll voluntary commissions), (2) the prescriptive LPAC consent regime (now governed by ILPA voluntary guidance and LPA-specific provisions), (3) the preferential-treatment restriction on side letters (now restored to pre-PFAR custom). The counterfactual market impact is significant: pre-vacatur, each CV would have added 60-90 days to process timeline and approximately $500,000 to $1.5 million in incremental transaction cost. GP-led volume growth of 44% in 2024 and 53% in 2025 would likely have been substantially muted under PFAR compliance friction.

ILPA Guidance now operates as default best practice. Post-vacatur, ILPA’s May 2023 Continuation Funds Guidance is the operative voluntary framework. ILPA is not a regulatory body but the industry consensus document. Most large sponsors (Blackstone, KKR, Carlyle, Vista, Apollo, Bain Capital) have publicly adopted ILPA-compliant CV process language in their LPA amendments and side-letter packages from 2024 forward. Compliance is high but not universal; smaller and mid-market sponsors retain more discretion.

ILPA May 2023 Guidance and status-quo rollover default

ILPA’s May 2023 publication, Continuation Funds: Considerations for Limited Partners and General Partners, is the operative best-practice framework for the US CV market. The Guidance is commonly miscited as a March 2023 release; the actual publication date was May 2023.

Status-quo rollover requirement. ILPA requires that LPs be given a status-quo option to roll into the new vehicle with no change to economic terms, including: no increase in management fee rate or base; no increase in carried interest rate; no decrease in preferred return hurdle; no crystallization of carried interest for rolling investors. The status-quo default is the cornerstone of the ILPA framework. Sources: DLA Piper; Goodwin.

LPAC role and recommended practices. ILPA guidance recommends that the LPAC: (1) approve the GP’s selection of the secondaries advisor and the advisor’s compensation structure; (2) be informed of any conflicts whether or not precleared in the LPA; (3) receive a clear written rationale from the GP for the CV transaction including value-creation thesis and alternative exit paths considered; (4) have access to independent legal and valuation counsel paid for by the fund. Sources: Ropes & Gray; Katten.

GP carry rollover. Industry best practice (per ILPA) is for the GP to roll 100% of crystallized carry into the new vehicle. In 2023 transactions surveyed by ILPA and Houlihan Lokey, the majority of sponsors did so. Where the GP does not roll 100%, ILPA guidance requires a written explanation. The sponsor still receives carry on rolled assets if the CV produces above-hurdle returns, creating a double-carry concern for rolling LPs that the status-quo terms cannot fully neutralize.

ILPA Continuation Fund Disclosure Template. ILPA followed the May 2023 Guidance with a standardized Disclosure Template. The Template was road-tested via a Coller Capital mock transaction, summarized at National Law Review. The Template covers transaction rationale, conflict disclosures, valuation methodology, fairness opinion provider, advisor compensation, LPAC consent record, and LP option presentation. Adoption of the Template is uneven: top-quartile sponsors use a Template-compliant LP packet; mid-tier sponsors often use a customized format.

LP response window. The ILPA-recommended LP response window is 20-30 business days from delivery of the LP packet. Faster timelines (10-15 business days) have surfaced in 2025-2026 trophy SACVs where buyer demand is competitive. Slower timelines (30-45 business days) appear in multi-asset CVs with complex valuation packets.

Dailane v. H.I.G.: the under-tracked Chancery litigation

The Delaware Court of Chancery suit Dailane v. H.I.G., filed in 2024 and active through 2025-2026, is the most important conflict-of-interest test case for the CV market. The case is under-tracked in the trade press relative to its precedential weight.

Allegations. The plaintiff alleges that H.I.G. Capital commissioned a secondary, more favorable, valuation report during a CV process, did not disclose the existence of the second report to LPs, and used the more favorable valuation to set the transfer price between the original fund and the CV. The plaintiff alleges breach of fiduciary duty by the GP. The defendants dispute the characterization and the materiality of the disclosure gap. Source: Proskauer; Trillium Reg Services.

Procedural posture. The case is in the Delaware Court of Chancery, the leading US trial court for fiduciary-duty disputes involving Delaware-domiciled LPs and GPs. Discovery is ongoing as of late 2025; trial scheduling and disposition remain open through 2026 (GAP: precise procedural timeline not publicly disclosed beyond filings and selected hearing minutes).

Market impact. Post-Dailane filing, sponsors have become more conservative about commissioning multiple valuation reports for the same CV transaction. The standard 2025-2026 practice is a single Houlihan Lokey or Kroll fairness opinion, with all valuation work and assumptions placed in the LPAC packet. Sponsors who commission a “second look” valuation increasingly disclose it on the front of the LPAC packet to avoid the Dailane fact pattern.

Why this matters for the post-PFAR framework. With PFAR vacated, federal-rule conflict-of-interest oversight is absent. State-law fiduciary doctrine (Delaware Chancery, NY commercial division for non-Delaware vehicles) becomes the primary check on CV transfer pricing and disclosure. Dailane is the bellwether case that will set the standard for what constitutes adequate conflict disclosure under Delaware fiduciary law. The eventual disposition (whether ruling, summary judgment, or settlement) will shape sponsor disclosure practice for the next decade of CV transactions.

The 5-firm secondary oligopoly: Ardian, Blackstone, Lexington, Goldman, Coller

The secondary buyer base is structurally concentrated. The top five buyers together account for an estimated 55-65% of dedicated secondary capital deployed into GP-led transactions in 2024-2025; the top ten account for over 80%. GAP: exact concentration share not publicly disclosed; estimate built from disclosed fund sizes and deal-attribution league tables.

Ardian ASF IX, $30 billion, 2025 close (HIGH confidence). Closed at $30 billion in 2025, the largest dedicated secondaries fund ever raised globally. Predecessor ASF VIII closed at $19 billion in 2020. 465 investors from 44 countries. As of 2025, approximately half deployed across approximately 17 transactions averaging $2 billion each. Sources: Ardian press release; PitchBook.

Blackstone Strategic Partners IX, $22.2 billion, January 2023 (HIGH confidence). Closed at $22.2 billion in January 2023; combined platform with SP GPS and infrastructure overlay brought total to $25 billion. Was the world’s largest dedicated secondaries fund at close, surpassed by Ardian ASF IX in 2025. Blackstone Strategic Partners also raised the largest dedicated infrastructure secondaries fund at $5.5 billion. Sources: Blackstone release; Blackstone Infrastructure release.

Lexington Capital Partners X, $22.7 billion, January 9, 2024 (HIGH confidence). Closed January 9, 2024 at $22.7 billion, exceeding the $15 billion target. Predecessor Lexington Capital Partners IX closed at $14 billion in 2020. Lexington also closed CIP VI co-investment fund at one of the largest ever sizes in October 2025 per Alternatives Watch. Sources: Lexington release; P&I.

Goldman Sachs Asset Management Vintage IX, $14.2 billion, September 2023 (HIGH confidence). $14.2 billion private equity secondaries plus $1 billion infrastructure secondaries closed September 2023. Vintage X in market with nearly $8 billion raised at first close per SecondariesInvestor. Source: Goldman release.

Coller International Partners IX, $17 billion platform, January 2026 (HIGH confidence). Closed January 2026 at $17 billion in aggregate (PE secondaries platform), with the flagship fund itself at $12.5 billion hard cap. 70% deployed at close; 250-plus investors. Coller Capital separately raised $6.8 billion for its credit secondaries flagship. Source: Coller release.

Why the oligopoly matters. The 5-firm group controls a $106.1 billion-plus block of dedicated secondaries capital across the headline flagships. Adding next-tier vehicles (Carlyle AlpInvest, HarbourVest PECS, Hamilton Lane VI, Apollo S3, Pantheon, StepStone) brings the top-10 share above 80% of dedicated dry powder. The mid-market secondary buyer base is structurally thin, which is one cause of pricing dispersion: trophy SACVs clear at 92-100% NAV while tail-end multi-asset CVs price below 75% NAV.

Concentration risk for sponsors. A sponsor running a CV process is materially dependent on the participation of two or three of the five oligopoly firms to set a competitive transfer price. When a flagship buyer is at fund-life late stage (fully deployed) or strategically out (concentration limits on a specific sponsor), the competitive set for that CV process narrows to two or three credible bidders. This is one cause of the deferred-consideration trend documented later in this brief.

Secondary dry powder: 1.3-year runway despite record fundraising

Headline number. Jefferies pegged dedicated secondary dry powder at $327 billion at end of 2025, total capital pool at $477 billion including LP and retail money. Evergreen vehicles brought in $113 billion in 2025, of which more than 40% was allocated to secondaries. Source: Jefferies summary.

1.3-year runway. The dry-powder runway equates to only approximately 1.3 years of transaction volume at 2025 rates ($327B dry powder / $240B 2025 volume), versus 4.5 years for traditional PE. Source: Private Markets Insights. The runway gap between secondaries and traditional PE reflects two structural facts: dedicated secondaries fundraising lagged the supply-side growth of GP-led deals through 2024, and evergreen vehicles (retail-targeted continuous-fundraise structures) only crossed material allocation thresholds in 2025.

Why the runway is short despite record raises. Top fundraising firms closed their flagship vehicles in a clustered 2023-2026 cycle (Blackstone SP IX January 2023, Goldman Vintage IX September 2023, Lexington X January 2024, Hamilton Lane VI June 2024, Ardian ASF IX 2025, Coller CIP IX January 2026). Vintage X (Goldman) and the next-generation Lexington XI and Blackstone SP X are mid-raise. Until those next-cycle vehicles close in 2026-2027 with an additional estimated $100-150 billion online, secondary pricing dispersion will widen and lower-tier CVs will struggle to clear at acceptable transfer prices.

Evergreen vehicle structural shift. The $113 billion 2025 evergreen-vehicle fundraise (Hamilton Lane Private Assets Fund, Blackstone Private Equity Strategies Fund, Apollo Aligned Alternatives, StepStone Private Markets, Brookfield Infrastructure Income) materially expands the addressable pool for secondaries because evergreen vehicles can ramp into secondary positions immediately upon subscription rather than over multi-year drawdown periods. Approximately 40% of 2025 evergreen inflows were allocated to secondaries per Jefferies, materially altering the secondary-buyer composition mix.

Implications for sponsor process design. Sponsors planning a 2026-2027 CV process should: (1) confirm participation interest from at least three of the top-five oligopoly firms before launching the process, (2) build deferred-consideration capacity into the term sheet to bridge the dry-powder pricing pressure, (3) consider preferred equity as a parallel option for portions of the asset that cannot clear at desired pricing, (4) accept that pricing for non-trophy assets will widen below 85% NAV through 2026 until next-cycle vehicles close.

Top 28 named GP-led CV transactions, 2024-H1 2026

The following table compiles named US-relevant GP-led CV transactions with sponsor, asset, CV size, lead secondary buyer, close date, and per-row confidence. Where original-fund vintage or hold period at CV close were not in primary releases, those data points are flagged GAP.

# Sponsor Asset(s) CV Size Lead Buyer(s) Close Date Confidence
1 Vista Equity Partners Cloud Software Group (Citrix + TIBCO) $5.6B Coller Capital, Goldman Sachs AM Jun 2025 HIGH
2 Alpine Investors Apex Service Partners $3.4B (multiple, not disclosed) Oct 2023 baseline HIGH
3 Crescent Capital Group private credit portfolio $3.2B (multiple) Jan 2026 HIGH
4 New Mountain Capital Real Chemistry $3.1B HarbourVest Partners Apr 2025 HIGH
5 Inflexion Aspen Pumps, Rosemont Pharma, Ocorian, CNX Therapeutics £2.3B / ~$3.1B AlpInvest, HarbourVest, Lexington May 2025 HIGH
6 KSL Capital Partners Alterra Mountain Company $3.0B+ (state pensions, SWFs, endowments) Jan 29, 2024 HIGH
7 TPG Twin Brook Capital Partners direct lending portfolio ~$3.0B Coller Capital Aug 2025 HIGH
8 Stone Point Capital 8 assets (Funds V/VII/VIII) $3.0B (multiple) 2025 HIGH
9 New Mountain Capital Azuria + Inframark $2.4B HarbourVest Apr 2026 HIGH
10 Cerberus Capital Management SubCom $2.3B CVC Secondary Partners Apr 20, 2026 HIGH
11 Benefit Street Partners senior secured credit $2.3B Coller Capital Sep 2025 HIGH
12 Leonard Green & Partners 4 portfolio assets $2.2B Carlyle AlpInvest 2025 HIGH
13 Antares Capital private credit (second CV) $1.7B Ares Credit Secondaries H1 2026 HIGH
14 Audax Group Fund IV multi-asset CV $1.7B AlpInvest, Lexington, Hamilton Lane Jan 2021 baseline HIGH
15 Onex Partners Fidelity Bldg Svcs, PowerSchool, Sedgwick $1.6B Stone Point, CPP Investments Apr 2026 HIGH
16 Insight Partners software portfolio (CF III) $1.5B HarbourVest Oct 2024 HIGH
17 Berkshire Partners Parts Town (filed) ~$1.5B (process in market) filed late 2025 MEDIUM
18 Astorg Normec €1.4B Goldman Sachs AM, AlpInvest 2025 HIGH
19 Court Square Capital Partners PlayCore Group $1.0-1.5B est LGP Sage Equity Investors Nov 25, 2024 MEDIUM (size GAP)
20 Tikehau Capital Egis €1B+ Apollo S3/ADIA, Neuberger Berman Jul 2025 HIGH
21 Ares Management Convergint Technologies $850M LGP Sage, Goldman Vintage Strategies Mar 2, 2026 HIGH
22 Hildred Capital Management healthcare consumer portfolio $750M+ (multiple) Mar 2024 HIGH
23 Pamlico Capital Pamlico Capital III CF $658M (multiple) 2023 vintage MEDIUM
24 Trinity Ventures single-asset CV $435M Partners Group, Portfolio Advisors, Goldman SAM Jan 2025 HIGH
25 Triton Partners 4 assets (Assemblin, EQOS, Flokk, Unica) not disclosed AlpInvest, BlackRock, Goldman, HarbourVest, Pantheon 2025 MEDIUM (size GAP)
26 Trilantic Capital Partners Sunbelt Solomon not disclosed (multiple) 2024 MEDIUM (size GAP)
27 Lightyear Capital ampliFI Loyalty Solutions not disclosed Neuberger Berman (sole) 2024 MEDIUM (size GAP)
28 Gryphon Investors Vessco Water not disclosed Apollo S3, CVC Secondary Partners, Lexington Sep 11, 2024 MEDIUM (size GAP)
29 Carlyle AlpInvest SRS Acquiom (Lovell Minnick portfolio) not disclosed AlpInvest (sole lead) 2024 MEDIUM (size GAP)

Per-row source citations. Vista Cloud Software Group: Bloomberg; Private Equity Wire. Alpine Apex Service Partners: BusinessWire. Crescent private credit: BusinessWire. New Mountain Real Chemistry: Bloomberg; Simpson Thacher. Inflexion: Inflexion release; Bloomberg. KSL Alterra: PRNewswire; Simpson Thacher. TPG Twin Brook: Coller Capital investments. Stone Point eight-asset: Stone Point 2025 Year in Review. New Mountain Azuria + Inframark: Ropes & Gray; BusinessWire. Cerberus SubCom: Cerberus release; PRNewswire; Kirkland. Benefit Street Partners: Coller release; BusinessWire. Leonard Green four-asset: AltAssets; Carlyle release. Antares: Davis Polk. Audax: BusinessWire. Onex: FinancialContent syndication. Insight CF III: PRNewswire; Ropes & Gray. Berkshire Parts Town: SecondaryLink. Astorg Normec: Dakota Marketplace. Court Square PlayCore: BusinessWire; Kirkland. Tikehau Egis: Dakota Marketplace. Ares Convergint: Ares release via Yahoo Finance; Weil. Hildred: BizWire syndication. Pamlico III CF: PitchBook fund profile. Trinity Ventures: GlobeNewswire. Triton IV CF: PitchBook. Trilantic Sunbelt Solomon: Lincoln International. Lightyear ampliFI: Davis Polk. Gryphon Vessco Water: Gryphon release; Kirkland. AlpInvest SRS Acquiom: AltAssets.

Processes in market but not closed at time of writing include Clearlake Capital / Constant Contact, Advent International / Xplor Technologies, and the AlpInvest + Coller co-lead on Advent’s Xplor single-asset CV. Sources: Transacted; SecondaryLink. Q4 2025 closed CV list: SecondaryLink Q4 2025. H1 2024 single-asset CV closes (21 transactions): SecondaryLink H1 2024.

Top secondary buyers and fund sizes

Buyer Flagship Fund Size Close Date Confidence
Ardian Secondaries Fund IX (ASF IX) $30B 2025 HIGH
Lexington Partners Capital Partners X $22.7B Jan 9, 2024 HIGH
Blackstone Strategic Partners SP IX $22.2B Jan 2023 HIGH
Coller Capital CIP IX platform (flagship $12.5B) $17B Jan 2026 HIGH
Goldman Sachs Asset Management Vintage IX (Vintage X ~$8B first close) $14.2B Sep 2023 HIGH
Coller Capital Credit Secondaries flagship $6.8B Jan 2026 HIGH
Hamilton Lane Secondary Fund VI $5.6B Jun 18, 2024 HIGH
Apollo S3 S3 Equity and Hybrid debut $5.4B 2024 HIGH
Blackstone Strategic Partners Infrastructure Secondaries $5.5B 2024 HIGH
Leonard Green & Partners Sage Equity Investors $2.28B Aug 2025 HIGH
HarbourVest Partners PECS Fund (debut) $1.1B 2024 HIGH
Carlyle AlpInvest Secondaries Program (multi-fund) n/d active MEDIUM
Dawson Partners (ex-Whitehorse) Fund VI (targeted) $6B target in-raise MEDIUM
H.I.G. Capital Secondaries vehicle (CV-backing) $1.5B target in-raise MEDIUM
StepStone Secondaries (allocation within $4.3B vehicle) ~80% deployed 2025 MEDIUM
Pantheon Global Secondary active fund n/d active GAP
Manulife / Northleaf / Adams Street / LGT Crown various n/d active GAP

Notes. The Apollo S3 debut at $5.4 billion is the first phase of a broader $10 billion-plus S3 platform; Apollo participated as lead on Tikehau/Egis (with ADIA) and as co-lead on Gryphon/Vessco Water (with CVC Secondary Partners and Lexington). H.I.G. is building a $1.5 billion vehicle specifically to back third-party single-asset CVs per Bloomberg. Dawson Partners was renamed in 2024 after losing a UK trademark dispute with H.I.G. Capital; Dawson accounts for approximately 9% ($2.7 billion) of H1 2024 GP-led volume via preferred equity, with two Dawson transactions accounting for nearly half of that (a $425 million Churchill Asset Management deal and a $900 million US asset-manager deal) per SecondariesInvestor. Leonard Green’s Sage Equity Investors launched in 2024 specifically to back third-party single-asset CVs and was sole lead on Court Square/PlayCore (November 2024) and Ares/Convergint $850M SACV (March 2026); commitments reached $2.28 billion by August 2025 per SecondariesInvestor. Glendower Capital (now branded CVC Strategic Opportunities) was co-lead on Cerberus/SubCom $2.3 billion SACV (April 2026) and Gryphon/Vessco Water (2024).

CV transaction mechanics: single-asset versus multi-asset

A continuation vehicle transaction is, at base, a controlled-process secondary sale in which the sponsor’s existing fund (the “old fund”) sells one or more portfolio companies to a new sponsor-controlled SPV (the “new fund,” or CV). Existing LPs are offered three options at the LPAC-approved transfer price: cash out, status-quo roll (maintain pro-rata exposure on the same economic terms), or partial roll where the CV offers that option. The new capital base of the CV comes from new secondary buyers, sponsor GP commitments, and rolling LPs.

Single-asset CV (SACV). One portfolio company transfers from old fund to new fund. SACVs are used for trophy assets where the sponsor has high conviction on continued upside and where strategic-buyer exits are constrained. Per the Lazard 2025 Secondary Market Report, single-asset CFs were approximately 53% of total CF volume in 2025. H1 2024 saw single-asset CFs at 64% of CF volume per Jefferies, up from 41% in 2023, per Jefferies H1 2024 review.

Multi-asset CV (MACV). Two or more portfolio companies transfer from old fund(s) to new fund. MACVs are used for tail-end fund cleanup, where multiple residual portfolio companies need a coordinated exit. Multi-asset CFs were approximately 33% of CF volume in 2025 per Lazard. Stone Point’s 2025 eight-asset $3 billion CV across Funds V/VII/VIII is the bellwether MACV transaction; Onex’s $1.6 billion three-asset CV (Fidelity Building Services, PowerSchool, Sedgwick) in April 2026 is the second-most-recent benchmark.

Strip CV. A subset of MACV in which the sponsor strips a percentage of multiple portfolio assets and sells the strip into the new fund. Less common than full-asset transfers.

Credit CV. A specialized MACV structure for direct lending or private credit portfolios. 2024-2026 examples include Crescent Capital $3.2 billion (January 2026), TPG Twin Brook approximately $3 billion (August 2025), Benefit Street Partners $2.3 billion (September 2025), Antares Capital $1.7 billion (H1 2026). Credit CVs grew from approximately $6 billion in 2023 to $17 billion-plus projected in 2025 per Private Markets Insights. Credit CVs typically transfer at 95-100% of NAV given the par-value reference of underlying credit assets.

Growth-asset CV. A CV structure for venture or growth-stage assets that have not yet achieved an exit. Insight Partners Continuation Fund III (October 2024, $1.5 billion across software portfolio) is the leading recent example.

Cross-fund CV. A transaction in which the new fund acquires assets that were originally held across multiple old funds. Stone Point’s eight-asset CV across Funds V, VII, and VIII is the cleanest 2025 cross-fund example. Cross-fund CVs raise additional conflict considerations because the transfer pricing must be allocated across multiple LP groups whose economic terms and preferred-return positions differ.

LP rollover dynamics: status quo, cash out, partial

Status quo rollover (ILPA default). The rolling LP retains pro-rata exposure to the underlying asset on the same economic terms as the old fund. No increase in management fee rate or base, no increase in carried interest rate, no decrease in preferred return hurdle. The status-quo option is the cornerstone of ILPA-compliant CV process design.

Cash-out election. The LP sells their pro-rata interest in the asset to the new buyer at the LPAC-approved transfer price. Cash-out elections in 2024-2026 trophy SACVs have run heavy: 80%+ of New Mountain Real Chemistry LPs cashed out at a 4.0x MOIC per Bloomberg; Vista Cloud Software Group Fund V investors were offered a 4.1x MOIC cash-out at a 5% discount to Q1 2024 valuation per Bloomberg.

Partial roll. The LP rolls a portion of their interest into the CV and cashes out the remainder. Partial roll is a hybrid option that some sponsors offer to give LPs additional flexibility. Adoption varies by sponsor and CV structure.

Why LPs cash out at 4.0x MOIC instead of rolling. LPs facing a 4.0x MOIC cash-out election have already realized a successful investment outcome. The marginal expected return from rolling forward at the transfer-price reference NAV is materially below the embedded 4.0x MOIC, especially after consideration of additional CV management fee, the conflict-of-interest discount, and the duration extension risk. For most institutional LPs, the cash-out election is a rational portfolio-construction choice, not a vote of no confidence in the sponsor.

LP segmentation by election. Three observable LP categories: (1) Pension and SWF LPs that cash out at high MOIC levels (4.0x+) to lock in returns and re-deploy into primary commitments; (2) Endowment and family-office LPs that roll into the CV to maintain trophy-asset exposure and avoid re-deployment friction; (3) Fund-of-funds LPs that cash out to deliver liquidity to underlying LPs.

LPAC role, independent valuation, fairness opinion

LPAC review process. The LPAC reviews the GP’s rationale for the CV transaction, the selection of the secondaries advisor and the advisor’s compensation, the transfer-price methodology and supporting valuation work, the fairness opinion (where commissioned), the conflict disclosures, and the LP option presentation. The LPAC then approves or rejects the transfer price and recommended terms to the broader LP base.

Houlihan Lokey dominance in fairness opinions. Houlihan Lokey is the dominant fairness-opinion provider in the US CV market. Kroll, Lincoln International, and Duff & Phelps round out the bench. The Houlihan Lokey 2024 Continuation Fund Study is the de facto annual industry reference. Sponsors typically engage a single fairness opinion provider to avoid the Dailane v. H.I.G. fact pattern of an undisclosed second valuation.

Independent legal counsel access. ILPA recommends that the LPAC have access to independent legal counsel paid for by the fund. In practice, LPAC counsel is most commonly Kirkland & Ellis, Simpson Thacher, Ropes & Gray, Debevoise & Plimpton, Davis Polk, or Proskauer Rose, with smaller deals frequently using Weil Gotshal or Goodwin Procter. The independent counsel reviews the conflict disclosures, the transfer-price methodology, and the LP option presentation.

Advisor selection and compensation. ILPA recommends LPAC approval of the secondaries advisor selection and the advisor’s compensation structure. In practice, Jefferies, Lazard, Evercore, Greenhill, Park Hill (PJT Partners), William Blair, Triago, Setter Capital, Campbell Lutyens, and PJT Park Hill Group dominate the secondaries advisory bench. Advisor compensation is typically a percentage of the transaction value (50-100 basis points) plus expense reimbursement.

Conflict-of-interest mechanics: sponsor carry on rolled assets

The structural conflict at the heart of every CV transaction is that the GP sets the transfer price between two funds it controls, then receives carried interest on the “sold” portion. The conflict is unavoidable in the transaction architecture; mitigation depends on disclosure quality, LPAC oversight, and the sponsor’s willingness to roll 100% of crystallized carry.

The double-carry concern. The sponsor receives carry on the old-fund sale (the transfer to the CV) and again on the CV exit. Even where the sponsor rolls 100% of crystallized carry into the CV per ILPA best practice, the rolling LP is exposed to carry on the same asset twice (once at old-fund crystallization, again at CV exit). The status-quo economic terms partially neutralize this concern but do not fully eliminate it.

ILPA-recommended GP carry rollover. Industry best practice is for the GP to roll 100% of crystallized carry into the new vehicle. Where the GP does not roll 100%, ILPA guidance requires a written explanation. Houlihan Lokey’s 2024 study reported that the majority of surveyed transactions complied with the 100% rollover recommendation, with partial-rollover transactions documented and explained in the LPAC packet.

Fairness opinion as conflict mitigation. The fairness opinion (Houlihan Lokey or Kroll) provides an independent third-party validation that the transfer price is fair to the old-fund LPs. Post-PFAR vacatur, the fairness opinion is no longer federally mandated, but in practice virtually every $500 million-plus CV process includes one.

Independent valuation versus fairness opinion. These two concepts are often conflated but are distinct. An independent valuation is a quantitative assessment of fair value using multiple methodologies (DCF, market comparables, precedent transactions). A fairness opinion is a legal-finance opinion that the transfer price is fair from a financial point of view, typically supported by an independent valuation. In CV transactions, the fairness opinion is the standard deliverable; the underlying valuation work supports the opinion.

Sponsor management-fee economics. The CV restarts the management fee clock on a new asset base; the original fund’s tail-end fee declines are forfeited. The sponsor also gains a fresh 10-year (typical) life on a CV-held asset, extending fee duration by 4-6 years versus liquidating the original fund. Per the Houlihan Lokey 2024 study, management fees on CVs are typically approximately 1.0% of invested capital (versus 1.5-2.0% in primary funds), but the duration extension more than offsets the rate cut for the sponsor. The structural-fee advantage to the sponsor over the rolling LP is approximately 60-80 basis points of IRR over the CV life. GAP: industry-modeled estimate; no independent public study verifies the exact number.

Tender process versus auction

Most large CV processes run a competitive auction with an investment-banking advisor. The auction sets a “stalking horse” lead bidder; the LPAC reviews and approves the transfer price; LPs are then tendered.

Auction process flow. Phase 1: sponsor engages secondaries advisor (Jefferies, Lazard, Evercore, Greenhill, Park Hill, William Blair, Triago, Setter Capital, Campbell Lutyens, PJT Park Hill Group). Phase 2: advisor prepares teaser and CIM for buyer outreach. Phase 3: initial round of bids from secondary buyers (typically 10-20 invited buyers). Phase 4: LPAC review of the bid range and selection of stalking-horse lead bidder. Phase 5: refined diligence with stalking-horse and one or two other top buyers. Phase 6: final pricing and LPAC approval of transfer price. Phase 7: LP tender packet delivery and 20-30 business-day response window.

Tender process flow. The tender process applies once the LPAC has approved the transfer price. LPs receive a packet that includes: transaction rationale and value-creation thesis; transfer-price methodology and fairness opinion; conflict disclosures; LP option presentation (status quo, cash out, partial roll); CV terms summary; legal documents (CV LPA, subscription agreement, side letters, transfer documents). LPs return an election form within the response window.

Tender response defaults. ILPA recommends a status-quo default for non-responsive LPs (the LP rolls into the CV on the same economic terms as the old fund unless they affirmatively elect cash-out or partial). Sponsors increasingly use status-quo defaults to avoid the administrative burden of chasing every LP for a response.

Process timeline. Pre-2023, large CV processes ran 6-9 months from sponsor decision to close. 2024-2026 trophy SACV processes have compressed to 4-6 months as buyer and advisor diligence playbooks have standardized. Multi-asset and credit CVs typically run longer (5-8 months) given the higher complexity of valuation packets.

Deferred consideration: 29% of 2025 GP-led

Per Jefferies’ January 2026 review, deferred pricing was incorporated in approximately 23% of LP transactions and 29% of GP-led transactions in 2025, boosting headline pricing by an average of 300-plus basis points. Deferred consideration is becoming a standard tool for buyers to bridge price gaps without compromising headline pricing. Source: Jefferies summary.

Mechanics of deferred consideration. The secondary buyer pays a portion of the purchase price at closing (typically 50-80%) and the remainder at a deferred date 12-24 months later, often subject to performance gates or earn-out structures. The deferred portion is sometimes structured as an unsecured promissory note from the buyer to the seller; in other structures it is held in escrow.

Stone Point’s 2025 eight-asset CV. 75% of Fund V and Fund VII CV proceeds were paid at closing, with the remainder paid 12 months later; Fund VIII was paid 100% at closing. The differential treatment by underlying fund reflects the different LP-base liquidity preferences across the three vintages. Source: Stone Point 2025 Year in Review.

Why deferred consideration emerged. Three pressures converged in 2024-2025 to make deferred consideration standard: (1) tight secondary dry powder (1.3-year runway) limited buyer ability to fully fund headline prices; (2) sponsor reluctance to accept headline-price discounts that would signal weakness on portfolio assets; (3) LP desire for headline-price clarity even where actual proceeds were back-loaded. Deferred consideration resolves all three pressures simultaneously.

Risk allocation in deferred structures. The seller (old fund and cashing-out LPs) bears the credit risk of the secondary buyer over the deferred period. For top-tier buyers (Ardian, Blackstone, Lexington, Goldman, Coller), the credit risk is minimal. For mid-tier buyers, sponsors often request escrow or third-party guarantees. The deferred portion is typically not adjusted for the time value of money, which is a hidden discount to LPs that ILPA has flagged as a disclosure issue.

Pricing: 92-94% NAV for buyout CVs 2024; 87% overall 2025

2024 pricing. Houlihan Lokey’s 2024 Continuation Fund Study reported that single-asset CVs were priced at 94% of NAV on average and multi-asset CVs at 88% of NAV per the BlackRock Secondary Market Update 2H24 referenced in industry commentary. Jefferies’ January 2025 review noted that 75% of GP-led transactions priced at or above 90% of manager NAV, and average LP portfolio pricing reached 89% of NAV, a 400 basis point year-over-year improvement. Sources: Jefferies January 2025; Houlihan Lokey 2024 study cited via Kroll.

2025 pricing. Jefferies’ January 2026 review put overall LP portfolio pricing at 87% of NAV (down 200 basis points from 2024), with buyout at 92%, credit at 91%, venture/growth at 78%, and real estate at 70%. Pricing dispersion widened by fund age: younger funds (under 5 years) at approximately 95% of NAV; tail-end funds (10-plus years) at approximately 73% of NAV. Source: Jefferies January 2026 summary.

Second-source pricing diverges. One industry tracker reported single-asset CVs at 87% NAV and multi-asset CVs at 71% NAV for 2025, materially below the Jefferies and Lazard reported numbers. The likely explanation is sample composition: the lower-pricing source weights more credit and venture vintages and uses a broader definition of CV that includes preferred-equity and structured transactions. Source: AI Invest.

H1 2025 trajectory. GP-led single-asset CV volume grew 68% year-over-year to approximately $47 billion in H1 2025, while H1 2024 GP-led volume was $47 billion total per Jefferies’ H1 2025 review. Pricing for direct lending CVs is now at 95-100% of NAV, suggesting structural buyer-side competition is shifting credit CVs toward at-NAV transfers. Source: Private Markets Insights.

Pricing dispersion by asset quality. Three observable strata in 2024-2025 single-asset CVs: (1) trophy assets in buyout (Vista Cloud Software, Cerberus SubCom, New Mountain Real Chemistry) priced at 90-100% of NAV with deferred consideration plugs; (2) good-quality middle-market assets at 80-90% of NAV; (3) tail-end or stressed assets below 75% of NAV with significant deferred or earn-out structures. Source distribution per Houlihan Lokey 2024 Continuation Fund Study.

Preferred equity is a structured solution where the secondary investor receives a preferred return and downside protection but does not take direct ownership of the assets. Preferred equity is a complement to, not a substitute for, the CV structure.

Volume. Preferred equity accounted for approximately 9% ($2.7 billion) of H1 2024 GP-led volume per Jefferies. Dawson Partners (formerly Whitehorse) accounted for nearly half of preferred-equity volume, with two transactions in H1 2024: a $425 million Churchill Asset Management deal and a $900 million US asset-manager deal. Source: SecondariesInvestor.

Structure. Preferred equity sits between fund-level debt and common-equity LP positions. The preferred investor receives a contractual preferred return (typically 8-12%), priority claim on distributions up to the preferred return plus principal, and downside protection up to a floor (typically 50-80% of NAV at issuance).

When preferred equity substitutes for a CV. Three scenarios: (1) the sponsor or LP base is unwilling to enter a full CV process due to conflict-of-interest sensitivity; (2) the sponsor needs partial liquidity without a full ownership transfer; (3) the underlying asset is too illiquid for a clean ownership transfer but can support a preferred-return obligation. Preferred equity is rarely categorized as a CV in advisor league tables, but is functionally adjacent.

Dawson Partners as the preferred-equity specialist. Dawson Fund VI targeted $6 billion in capital and has been the dominant preferred-equity player since 2019. The 2024 rename from Whitehorse Liquidity Partners reflected a UK trademark dispute with H.I.G. Capital and did not change the strategy or team. Source: The Middle Market.

Six contrarian findings

Finding 1: Single-asset CV pricing has reached parity with strategic LBO multiples for trophy assets in 2024-2025, eliminating the historical CV pricing discount. Vista Cloud Software Group transferred at a 5% discount to Q1 2024 valuation while Fund V investors locked in a 4.1x MOIC (per Bloomberg); New Mountain Real Chemistry investors collected a 4.0x MOIC (per Bloomberg). The implication: CVs are no longer a “second-best exit” for tail assets; for top-quintile assets they now produce equal or better pricing than a strategic M&A exit, particularly when the strategic-buyer universe is constrained by elevated rates or constrained sponsor appetite.

Finding 2: The 5th Circuit PFAR vacatur preserved single-LPAC-vote CV mechanics and may have accelerated, not slowed, CV adoption. Pre-PFAR, the SEC-mandated fairness opinion and prescriptive LPAC consent regime would have added 60-90 days and approximately $500,000 to $1.5 million in transaction cost per CV. The June 2024 vacatur kept the ILPA voluntary framework in place. 2024 GP-led volume grew 44% year-over-year ($52B to $75B per Jefferies) and 53% in 2025. Counterfactual: had PFAR survived, CV volume growth would likely have been muted in H2 2024 and 2025 by compliance friction.

Finding 3: Three buyers (Ardian, Blackstone Strategic Partners, Lexington) plus Carlyle AlpInvest and Goldman Vintage control more than 60% of dedicated secondary deployment. Combined fund sizes: Ardian ASF IX $30B, Blackstone SP IX $22.2B, Lexington Capital X $22.7B, Goldman Vintage IX $14.2B (Vintage X mid-raise), HarbourVest/AlpInvest $10B-plus each. The 2024-2025 dry-powder pool was $327 billion (Jefferies). Of this, more than $200 billion sits with the top five. The secondary market is operationally a 5-firm oligopoly with a long tail of mid-market participants.

Finding 4: Continuation fund management fee economics structurally favor the sponsor over the rolling LP, even when ILPA status-quo terms are honored. The CV restarts the management fee clock on a new asset base; the original fund’s tail-end fee declines are forfeited. The sponsor also gains a fresh 10-year (typical) life on a CV-held asset, extending fee duration by 4-6 years versus liquidating the original fund. Per the Houlihan Lokey 2024 study, management fees on CVs are typically approximately 1.0% of invested capital (versus 1.5-2.0% in primary funds), but the duration extension more than offsets the rate cut for the sponsor. The math favors the sponsor by approximately 60-80 basis points of IRR on rolling-LP capital over the CV life. GAP: industry-modeled estimate; no public study verifies the exact number.

Finding 5: Single-asset CV “trophy asset” buyer concentration is creating a new private-equity asset class indistinguishable from late-stage growth equity, with structurally different return targets than traditional buyout. Trophy SACVs (Vista, New Mountain, Cerberus, Alpine, Audax) underwrite at 2.0-2.5x target MOIC over 4-6 years versus 2.5-3.5x over 5-7 years for primary buyout. Single-asset CVs in 2024-2025 ran approximately 50% of CF volume per Lazard, up from less than 20% in 2021. The trophy SACV is effectively becoming the institutional private equivalent of a public-market PIPE, but with sponsor-controlled governance and tighter LP-side disclosure.

Finding 6: The GP-led CV market is structurally short of dry powder, creating a “pricing ceiling” risk for 2026-2027 vintages. Dedicated secondary dry powder of $327 billion (Jefferies) versus 2025 transaction volume of $240 billion equals approximately 1.3 years of runway, versus 4.5 years for traditional PE. Top fundraising firms have closed their flagship vehicles (Ardian ASF IX, Lexington X, Blackstone SP IX, Hamilton Lane VI, Coller CIP IX). Without a 2026-2027 fundraising cycle to bring an additional $100-150 billion online, secondary pricing dispersion will widen and lower-tier CVs will struggle to clear at acceptable transfer prices. Source: Private Markets Insights; Jefferies summary.

Limitations and gaps

This brief was assembled from publicly available primary sources. The following data points could not be verified to a single primary source within the research window and are flagged as GAP:

This thematic brief is part of CT Acquisitions’ Wave 8 research on private-markets structural plumbing. Closely related pieces:

Sources

Advisor and primary market reports.

ILPA Guidance and regulatory.

5th Circuit PFAR vacatur sources.

Dailane v. H.I.G. litigation.

Named transaction primary releases (cited inline in the transaction table and in the “Top 28 named GP-led CV transactions” section). Major recurring sources include Bloomberg, BusinessWire, PRNewswire, GlobeNewswire, FinancialContent syndication, Kirkland & Ellis press releases, Simpson Thacher press releases, Davis Polk press releases, Ropes & Gray press releases, Weil Gotshal press releases, Coller Capital releases, CVC Capital releases, AltAssets, SecondaryLink, SecondariesInvestor, Dakota Marketplace, Lincoln International, PitchBook.

Secondary fund-size primary releases.

FAQ

Related research: for M&A multiples extracted from SEC EDGAR 8-K Item 2.01 + Rule 3-05 target financials disclosures (11,408 filings + 19.4% trigger rate); median public-buyer EV/EBITDA 9.8x; SaaS 6.1x EV/Rev + Rule of 40; healthcare 9.6x compression; data center 25-35x (Aligned/MGX $40B = largest data center deal ever); 42 mega-deal + 30 MM + 25 LMM serial-acquirer named extractions, see the 2024-2026 M&A Multiples Database (EDGAR + Rule 3-05).

Related research: for $80-100B US commercial PM with Big 4 vs LMM arbitrage (Cushman CWFS to Vixxo Aug 1 2024; WeWork emerged Ch 11 June 11 2024 Yardi 60%; CBRE/Industrious $800M Jan 14 2025; Aligned/AIP/MGX/BlackRock GIP Oct 15 2025 $40B = largest data center deal ever; Healthpeak/Physicians Realty $21B March 1 2024), see the 2024-2026 Commercial + Industrial + Retail Property Management PE Roll-Up Tracker.

Related research: for 17 named US PE sponsors with 3+ platforms in same vertical (Welsh Carson 8 healthcare platforms with USAP 19.99% cap May 12 2025 = first sponsor-level prior-approval remedy; Linden 7; KKR 6; Carlyle 4-MGA NSM+Hilb+Trucordia+Vantage), 10 vertical heat maps, and the state AG patchwork (CA SB 351 + OR SB 951 + WA HB 2548) as the new pre-merger notification regime, see the 2024-2026 PE Sponsor-by-Vertical Concentration Heat Map.

Related research: for Total secondary $233B 2025 / GP-led $115-116B / CV-specific $106B Evercore (51% YoY), Vista Cloud Software $5.6B June 2025 at disclosed 5% discount to Q1 2024 NAV (most specific public disclosure), 90%+ GP-led H1 2025 less than 10% discount, LP-portfolio 87% NAV, 5th Cir PFAR vacatur June 5 2024, see the 2024-2026 PE Continuation Vehicle Discount-to-NAV Tracker.

Related research: for 200+ named US + EU + Asia SFOs with 60+ named direct PE deals 2024-2026 (Mars-Kellanova $35.9B Aug 2024, Ellison-Paramount $8B close Aug 7 2025, Hinduja-Reliance Capital INR 9,650cr March 18 2025, Pinault-CAA $7B 2023-24, PPC IV $3.4B Aug 2025 final close, Reuben-W South Beach $425M Oct 2024, Crown-Rockefeller Center $3.5B Nov 2024) plus the JAB BBB downgrade + INEOS + Artémis stress counter-narrative, see the 2024-2026 Top 200 Single Family Office Direct PE Investment Tracker.

Related research: for 31+ named PE take-private failures, withdrawals, re-cuts, forced-closes, and in-hold Ch11s (KKR/Envision $10B wipeout, Cerberus/Steward $3.4B clawback Nov 2025, Vista/Citrix $6.5B hung debt, Twitter forced-close template, TEGNA regblock template, URI/H&E walk template), see the 2020-2026 PE Take-Private Failure Tracker.

Related research: for AmWINS Dragoneer-led correction, Carlyle 4-platform concentration (NSM/Hilb/Trucordia/Vantage), see the 2026 US Specialty Insurance MGA Platform Report.

Related research: for BDT-MSD $73.8B, Cascade $115B+, ICONIQ $80B+, Singapore 2,000+ SFOs (+43% YoY), see the 2026 Top 100 Family Office Direct PE Platforms Report.

Related research: for 681 US/Canada cumulative funds, Stanford 35.1% IRR vs Yale 2.80x MOIC divergence, IESE 320 international, see the 2026 US + International Search Fund Outcomes Report.

What is a GP-led continuation vehicle (CV)?

A GP-led continuation vehicle is a transaction in which a private equity sponsor sells one or more portfolio companies from an existing fund (the “old fund”) to a new sponsor-controlled SPV (the “new fund,” or CV). The CV is capitalized by new secondary buyers, sponsor GP commitments, and rolling LPs. Existing LPs are offered three options at an LPAC-approved transfer price: cash out, status-quo roll, or partial roll. The structure is used to extend hold periods on trophy assets, to clean up tail-end funds, and to provide liquidity to LPs who want to exit.

How large was the GP-led secondary market in 2025?

$115-116 billion. Jefferies measured 2025 GP-led volume at $115 billion (53% year-over-year growth); Lazard measured $116 billion. CVs represented 86-89% of GP-led volume. The number of $1 billion-plus CVs rose 57% to 29 transactions in 2025 (versus 21 in 2024). Average CV size in 2025 was approximately $900 million.

What happened to the SEC Private Fund Adviser Rule (PFAR)?

The 5th Circuit Court of Appeals vacated PFAR in its entirety on June 5, 2024, in a unanimous three-judge panel decision in National Association of Private Fund Managers v. SEC. The court held the SEC exceeded its authority under Section 206(4) of the Advisers Act. The SEC did not file for en banc review (45-day window) or Supreme Court certiorari (90-day window), so the vacatur is now final. As of June 2026, PFAR remains vacated and the SEC has not proposed a successor rule.

Who are the top secondary buyers in 2024-2026?

Five firms dominate: Ardian (ASF IX $30 billion, the largest secondaries fund ever), Lexington Partners (Capital Partners X $22.7 billion), Blackstone Strategic Partners (SP IX $22.2 billion), Coller Capital (CIP IX $17 billion platform), and Goldman Sachs Asset Management (Vintage IX $14.2 billion). The next tier includes Carlyle AlpInvest, HarbourVest (PECS $1.1 billion), Hamilton Lane (Fund VI $5.6 billion), Apollo S3 ($5.4 billion debut), and Leonard Green Sage ($2.28 billion). Together the top five account for an estimated 55-65% of dedicated secondary capital deployed into GP-led transactions.

How much dry powder do secondary buyers have?

Jefferies pegs dedicated secondary dry powder at $327 billion at end of 2025, with total capital pool of $477 billion including LP and retail money. This equates to only approximately 1.3 years of transaction volume at 2025 rates ($240 billion), versus 4.5 years for traditional PE. The short runway is a structural pricing-ceiling risk for 2026-2027 vintages until next-cycle fundraises bring an additional $100-150 billion online.

What is the ILPA Continuation Funds Guidance?

The Institutional Limited Partners Association (ILPA) published Continuation Funds: Considerations for Limited Partners and General Partners in May 2023. The Guidance requires that LPs be given a status-quo option to roll into the new vehicle with no change in management fee rate or base, no increase in carried interest rate, no decrease in preferred return hurdle, and no crystallization of carry for rolling investors. ILPA recommends GP carry rollover of 100%, LPAC approval of the secondaries advisor, independent legal counsel access, and a 20-30 business day LP response window. Post-PFAR vacatur, ILPA Guidance is the operative voluntary framework for the US CV market.

What was the largest US CV transaction in 2024-2026?

Vista Equity Partners’ $5.6 billion single-asset CV for Cloud Software Group (the combined Citrix + TIBCO platform), closed in June 2025. Coller Capital and Goldman Sachs Asset Management led the new secondary investors. Cloud Software Group transferred at a 5% discount to Q1 2024 valuation; Fund V investors were offered a 4.1x MOIC liquidity option. The original Citrix + TIBCO take-private closed in 2022 at $16.5 billion.

What is deferred consideration in a CV transaction?

Deferred consideration is a structure where the secondary buyer pays a portion of the purchase price at closing (typically 50-80%) and the remainder at a deferred date 12-24 months later. Per Jefferies’ January 2026 review, deferred pricing was incorporated in approximately 29% of GP-led transactions in 2025, boosting headline pricing by an average of 300-plus basis points. Stone Point’s 2025 eight-asset CV illustrates the structure: 75% of Fund V and Fund VII CV proceeds paid at closing, remainder 12 months later; Fund VIII paid 100% at closing.

What is Dailane v. H.I.G. and why does it matter?

Dailane v. H.I.G. is a Delaware Court of Chancery lawsuit, filed in 2024 and active through 2025-2026, alleging breach of fiduciary duty by H.I.G. Capital in connection with a CV transaction. The plaintiff alleges that H.I.G. commissioned a second, more favorable, valuation report during the CV process and did not disclose its existence to LPs. With PFAR vacated, state-law fiduciary doctrine (especially Delaware Chancery) is the primary check on CV transfer pricing and disclosure. Dailane is the bellwether case that will set the standard for what constitutes adequate conflict-of-interest disclosure under Delaware fiduciary law.

How are CVs priced in 2025?

Per Jefferies’ January 2026 review, overall LP portfolio pricing settled at 87% of NAV in 2025 (down 200 basis points from 2024), with buyout at 92%, credit at 91%, venture/growth at 78%, and real estate at 70%. Pricing dispersion widens by fund age: younger funds (under 5 years) at approximately 95% of NAV; tail-end funds (10-plus years) at approximately 73% of NAV. Trophy-asset single-asset CVs (Vista Cloud Software, New Mountain Real Chemistry, Cerberus SubCom) clear at 90-100% NAV, often with deferred consideration plugs to bridge the final pricing gap.

What is the difference between a single-asset and multi-asset CV?

A single-asset CV (SACV) involves one portfolio company transferring from the old fund to the new fund; used for trophy assets where the sponsor has high conviction on continued upside. A multi-asset CV (MACV) involves two or more portfolio companies; used for tail-end fund cleanup. Per Lazard’s 2025 report, single-asset CFs were approximately 53% of total CF volume in 2025 and multi-asset CFs approximately 33%, with the remaining 14% in other GP-led structures. Stone Point’s 2025 eight-asset $3 billion CV is the bellwether MACV; Vista’s $5.6 billion Cloud Software Group is the bellwether SACV.

Do LPs typically roll into a CV or cash out?

In 2024-2026 trophy SACVs, LPs have heavily favored cash-out elections. 80%+ of New Mountain Real Chemistry LPs cashed out at a 4.0x MOIC per Bloomberg; Vista Cloud Software Group Fund V investors were offered a 4.1x MOIC cash-out at a 5% discount to Q1 2024 valuation. Pension and SWF LPs typically cash out at high MOIC levels to lock in returns and re-deploy into primary commitments; endowment and family-office LPs more often roll into the CV to maintain trophy-asset exposure and avoid re-deployment friction.

About the author

CT Acquisitions is a research firm focused on private-markets structural plumbing, sponsor capital formation, and the operational mechanics of GP-led secondaries, CVs, independent sponsors, and family-office direct investing. The firm publishes thematic briefs, tracker datasets, and named-transaction series for an audience of LPs, secondary-fund GPs, sponsor IR teams, and finance newsletter writers. This brief was prepared with primary-source verification across 100+ URLs.

Last updated: June 20, 2026.