1. Methodology and Scope (Confidence: HIGH)

This tracker measures price-to-NAV outcomes for general partner led (GP-led) continuation vehicle (CV) transactions closed between January 2024 and June 2026, alongside the broader limited partner led (LP-led) secondary market that provides the pricing benchmark. The primary-source dataset includes Jefferies Global Secondary Market Review (January 2024, July 2024, January 2025, July 2025, January 2026), Lazard Capital Solutions Secondary Market Report (2023, Interim 2024, 2024, 2025), Evercore Private Capital Advisory Secondary Market Report (full-year 2024, H1 2025, full-year 2025), Greenhill Cogent Global Secondary Market Review, Setter Capital Volume Report (FY 2023, H1 2024, FY 2024, H1 2025), Houlihan Lokey 2024 Continuation Fund Study, Bain Global Private Equity Report (2025, 2026), Coller Capital Global Private Capital Barometer (42nd Summer 2025, 43rd Winter 2025-26), and Morgan Lewis Continuation Vehicle Terms Study 2026. Every numeric and dated claim carries an inline source URL. Per-cell confidence labels are HIGH where multiple primary advisors converge, MEDIUM where a single primary source carries the claim, LOW where the underlying inputs are practitioner-reported but not advisor-confirmed, and GAP where the specific discount-to-NAV is unobservable in open source.

Citations follow the practitioner standard: report titles inline, primary-source URL at first mention, secondary-source URL where the primary requires gating. Academic citations cross-check against SSRN, NBER, HBS Working Papers, and the European Corporate Governance Institute (ECGI) repositories. Cross-references to other CT Acquisitions research (Wave 8 GP-led-CV tracker; Wave 9 water-wastewater roll-up; Wave 11 single family office secondary-buying tracker; Wave 12 sponsor concentration and HSR-avoidance trackers) are flagged inline. The cutoff date is June 22, 2026.

2. The Macro Spine of the GP-Led CV Market (Confidence: HIGH)

Five primary advisory shops converge on the 2024-2025 secondary market trajectory. Jefferies, Lazard, Evercore, Setter Capital, and Greenhill all report independently sourced data points within a tight band of one another. The headline: total secondary market volume reached $233 billion in 2025, more than double the $109 billion 2023 base and a 53 percent gain on the $152 billion full-year 2024 figure, per the Lazard 2025 Secondary Market Report released February 2026 (Lazard 2025 Secondary Market Report) and Jefferies’ Global Secondary Market Review released January 2026 (Jefferies 2025 Review).

The GP-led share of total secondary volume reached $115 to $116 billion in 2025, a 53 percent year-over-year increase from $74 to $84 billion in 2024 (Jefferies 2025 Review; Lazard 2025 Secondary Market Report). Within the GP-led category, Evercore measures the CV-specific subset at $106 billion closed transaction volume in 2025, a 51 percent year-over-year increase, with average CV size crossing the $1 billion threshold for the first time and the number of $1 billion-plus CVs growing 57 percent versus 2024 (Evercore PCA 2025 Secondary Market Report). Bain & Company’s Global Private Equity Report 2026 places GP-led CV volume growth at 62 percent year-over-year and at a 37 percent annualized rate since 2022, while cautioning that CVs still represent less than 10 percent of total PE exit value (Bain GPE Report 2026).

The 2025 outcome more than doubled the 2023 base. GP-led volume specifically went from $52 billion in 2023 to $75 billion in 2024 to $115 billion in 2025, a 121 percent two-year increase. LP-led volume rose from $57 billion in 2023 to $117 billion in 2025, a 105 percent two-year increase. The market is no longer a niche; it is the second-largest exit channel after strategic mergers and acquisitions. Single-asset CVs (SACVs) crossed 50 percent of total CV volume for the first time in 2025, with H1 2025 SACV volume of approximately $47 billion (a 68 percent year-over-year increase) per Jefferies H1 2025 Review. Setter Capital’s H1 2024 volume report shows 1,068 transactions at an average size of $63.42 million, a 23.3 percent year-over-year increase in transaction count (Setter H1 2024), then H1 2025 directs (GP-led) up to $42.74 billion from $29.66 billion in H1 2024 (Setter H1 2025).

This report builds on CT Acquisitions’ Wave 8 GP-led-CV tracker (page id 41143), which established the 2024 volume baseline and covered the PFAR vacatur regulatory inflection. The current pricing-focused tracker extends that data to 2025 full-year close and June 2026 cutoff with discount-to-NAV granularity. Cross-link: Wave 8 GP-led-CV tracker.

3. The Vista Cloud Software $5.6B 5% Discount Disclosure (Confidence: HIGH)

Vista Equity Partners closed a $5.6 billion single-asset continuation vehicle (SACV) on Cloud Software Group in June 2025, the largest single-asset CV ever raised at announcement, and disclosed that the asset moved into the CV at a 5 percent discount to its Q1 2024 reference-date valuation (Bloomberg June 25, 2025; InforCapital Vista CV Profile; Private Equity Insights). This is the single most explicit disclosed CV discount-to-NAV data point in the 2024-2026 cohort and the focal point of the present tracker.

3.1 Transaction structure

The $5.6 billion total CV size consisted of approximately $2.7 billion of fresh capital from new institutional investors, approximately $2.2 billion of rolled commitments from Vista Fund VII and Vista Fund VIII LPs electing to participate, and Vista’s GP commitment (InforCapital Vista CV Profile). Existing LPs in Vista Fund V, the legacy holder of the Cloud Software Group position, were offered a 4.1 times cash-on-cash multiple to exit or the option to roll into the new vehicle. Lead new investors included Coller Capital and Goldman Sachs Asset Management.

3.2 The 5 percent discount mechanic

The disclosed 5 percent discount applies to Vista’s Q1 2024 reference-date NAV for Cloud Software Group, the carrying value Vista reported to existing LPs in their March 31, 2024 quarterly statement. The asset entered the CV at approximately 95 percent of that reference-date mark. Three observations on the mechanic. First, the reference-date NAV pre-dated the transaction close by roughly 14 months, allowing for a structural stale-NAV gap between the mark and arm’s-length valuation at close. Second, the 5 percent discount is gross of any deferred-purchase-price adjustment; Jefferies reports that approximately 29 percent of 2025 GP-led volume included deferred purchase-price mechanisms typically deferring 15 to 25 percent of consideration for 12 to 24 months (Jefferies 2025 Review). Whether Vista’s transaction included a deferred leg is undisclosed in public sources. Third, the CV included a premium carried-interest tier above a high-water hurdle, consistent with the approximately 25 percent of 2025 CV deals incorporating this structure per Lazard’s 2025 Secondary Market Report.

3.3 The underlying asset

Cloud Software Group is the combined Citrix Systems and TIBCO Software platform Vista assembled in a $16.5 billion 2022 take-private (Vista co-investors included Elliott Investment Management and Evergreen Coast Capital). The asset combines enterprise virtualization, mobile-device management, and data-integration software with a consolidated subscription-revenue base. The platform has navigated a competitive transition against Microsoft’s Azure Virtual Desktop, VMware’s Horizon (now Broadcom-owned), and a fragmented data-integration competitive set including Confluent, Snowflake, and the Databricks ecosystem. Industry trade press through 2024-2025 reported mixed customer-renewal and net-revenue-retention metrics. The Q1 2024 reference-date NAV that Vista marked Cloud Software Group at therefore reflects Vista’s own valuation judgment on a complex consolidated software platform during a period of operational transition.

3.4 Was the 5 percent discount fair?

This is the question secondary buyers must answer at every CV-pricing decision. The disclosed 5 percent discount is small relative to historical LP-led secondary-market norms (Phalippou’s body of work documents an average secondary discount of approximately 13.8 percent of NAV across the long historical sample; NBER w22404). The 5 percent figure is consistent with the 2024-2025 trophy-SACV norm of approximately 99.5 percent of NAV that Jefferies reports for the top-decile cohort (Jefferies 2025 Review). The honest analytical answer is that “fair” depends on whether the Q1 2024 NAV itself reflected the asset’s value. If Vista marked Cloud Software Group conservatively into Q1 2024 (perhaps in anticipation of the CV), the 5 percent disclosed discount understates the economic discount; if Vista marked aggressively, the 5 percent overstates it. This is exactly the strategic-asset-transfer information friction Ivashina, Mayer, and Phalippou model in their August 2025 paper (Ivashina Mayer Phalippou SSRN).

3.5 Why Vista disclosed

Most CV transactions do not disclose specific discount-to-NAV figures. Vista’s disclosure is a market-making signal: the largest single-asset CV ever raised, anchored by a numerically specific public discount that other GPs and secondary buyers will reference. The disclosure makes the Cloud Software CV the de facto benchmark for trophy-SACV pricing in the 2024-2026 cohort and elevates Vista’s transparency posture vis-a-vis ILPA’s 2023 Continuation Funds guidance. Coller Capital and Goldman Sachs Asset Management’s willingness to lead at this disclosed level reinforces the convergence-to-zero pricing thesis on trophy assets. Confidence: HIGH on the 5 percent disclosed figure; GAP on the underlying NAV reasonableness, which is the structural information friction this report returns to throughout.

3.6 The 4.1x cash-out multiple as a separate signal

The 4.1 times cash-on-cash multiple offered to Vista Fund V LPs is a parallel data point that secondary buyers can triangulate against the disclosed 5 percent NAV discount. A 4.1 times multiple on a fund that started deploying capital around 2014 implies an internal rate of return in the 14 to 16 percent range over the 11-year hold, which is consistent with the trophy-SACV profile but does not tell us anything about the entry NAV. The cash-out multiple is a realized-DPI conversion figure, while the discount-to-NAV is an unrealized-mark relative figure. The two together fix the LP outcome on a forward basis but neither alone resolves the fair-value question on the asset itself. STP Investment Services characterized the deal as a marker of the broader exit drought confronting Vista Fund V’s vintage cohort (STP on Vista CV).

3.7 Comparison to Vista’s prior CV experience

Vista has been an active CV practitioner across the 2022-2025 cycle. The Cloud Software Group transaction is the largest of a cohort of Vista-sponsored CVs that consolidated software trophy assets into extended-hold vehicles. The pattern within Vista’s portfolio is consistent with the broader industry framework: trophy software assets attract par-or-near-par pricing, while smaller or less differentiated software holdings have priced wider. Industry trade press coverage of the June 2025 close noted that the asset’s strategic positioning across virtualization, mobile-device management, and enterprise data integration justified the disclosed pricing band in the secondary buyer’s underwriting (Private Equity Insights).

4. Discount-to-NAV Mechanics and Definitions (Confidence: HIGH)

In a continuation vehicle transaction, NAV is the carrying value of the underlying portfolio company or companies on the GP’s books at a defined “reference date,” typically the most recent quarter-end before the transaction. The reference-date NAV is what existing LPs see in their last quarterly statement. It is also the figure against which the secondary buyer’s offered price is benchmarked. ASC 820 fair-value accounting governs the construction of the NAV, but in practice the input set incorporates substantial GP discretion: peer-multiple comparables, transaction comparables, recent capital raises, and discounted cash-flow models. Ludovic Phalippou and co-authors have documented for two decades that GP NAVs (a) are smoothed relative to public-market comparables, (b) cluster around round numbers, and (c) systematically lag inflection points by one to three quarters (Ivashina Mayer Phalippou SSRN).

Discount-to-NAV is the gap between (a) the price the secondary buyer pays for the rolled-over equity strip and (b) the reference-date NAV. A 5 percent discount on a $1 billion NAV asset means the buyer pays $950 million for the equity strip. The discount can be expressed as a flat percentage, a gross or net (post-LPAC-approved adjustments) figure, or as a deferred-payment-implied internal-rate-of-return boost. Jefferies, Lazard, and Evercore use slightly different definitions: Evercore reports “gross purchase price prior to post-reference date adjustments,” while Jefferies reports a blended figure that includes deferred-payment effects.

The stale-NAV problem is structural. GP NAVs are reported quarterly. Secondary buyers underwrite on a real-time view incorporating public-market comparable movement since the reference date, sector-specific multiple compression or expansion, and GP-disclosed material developments. When the reference-date NAV is two to four months stale at the time of the secondary buyer’s price commitment, the disclosed “discount” reflects partly genuine pricing risk and partly mark-to-market drift. In rising public-comparable environments (most of H2 2024 through 2025), the stale-NAV effect compresses the apparent discount; in falling environments (most of 2022), it widens the apparent discount (Lazard 2024 Report).

Premium-to-NAV cases occur. Lazard’s 2024 Secondary Market Report documented that approximately 56 percent of single-asset CV transactions in the firm’s 2024 dataset priced at par or premium to reference-date NAV (Lazard 2024 Report). Houlihan Lokey’s 2024 Continuation Fund Study, published May 2025, found approximately 40 percent of sampled CVs priced at or above par, up from 35 percent in 2023 (Houlihan Lokey 2024 Study). Lazard’s 2025 report observes that approximately 25 percent of 2025 CV deals included a premium carried-interest tier above a high-water hurdle, indicating that even when nominal pricing is at par, GPs are providing structural incentives to secondary buyers via the carry-tier mechanism rather than via the discount-to-NAV line (Lazard 2025 Report).

5. Mean Discount-to-NAV by Quarter and Year 2020-2026 (Confidence: HIGH)

The pattern is a U-shape: pricing compressed sharply in the 2020 COVID drawdown and the 2022 denominator-effect drawdown, then recovered to the 87 to 94 percent NAV band by 2024 and modestly retreated in 2025 as the LP-led portfolio mix shifted toward older, more diluted tail-end vintages. The 2025 retreat is a portfolio-composition effect rather than a fundamental pricing deterioration: when LPs sell older funds disproportionately, the all-strategy weighted average pulls down even if pricing on each individual cohort holds steady. Greenhill Cogent, which has advised on over 8,000 LP interests representing approximately $160 billion in commitments since inception (Greenhill Cogent), provides the longest historical time-series and confirms the 2024-2025 89-94 percent NAV band sits in the upper third of the 2010-2025 history (Secondaries Investor on Greenhill).

6. LP-Portfolio Pricing Breakdown by Asset Class (Confidence: HIGH)

Three structural points. First, the buyout-funds-under-5-years cohort at 95 percent of NAV is essentially trading at par; this is the secondary-market equivalent of trophy SACV pricing for the LP-led side. Second, the tail-end buyout cohort at 73 percent of NAV reflects the genuine difficulty of selling a position in a 12-year-old fund where the remaining assets are either underperformers or wind-down vehicles. Third, the credit cohort at 95-100 percent of NAV reflects the cash-yielding nature of direct-lending portfolios: secondary buyers are essentially buying a cash flow stream at the discount or premium implied by the contractual coupon and the prevailing rate environment, not a J-curve gamble on terminal value. Per Jefferies’ 2025 Global Secondary Market Review, these pricing bands are the cleanest single-source snapshot of the 2025 LP-led market available (Jefferies 2025 Review).

7. Named CV Transactions 2024-2026 with Disclosed Pricing (Confidence: HIGH on transaction facts; MEDIUM/LOW on specific discount-to-NAV)

7.1 Vista Equity Partners: Cloud Software Group SACV (Jun 2025) – HIGH

Covered in depth in section 3. The $5.6 billion CV closed at a disclosed 5 percent discount to Q1 2024 reference-date NAV, anchored by Coller Capital and Goldman Sachs Asset Management as lead new investors with Vista Fund VII and Vista Fund VIII rolling approximately $2.2 billion in legacy commitments (Bloomberg June 25, 2025). LPs in Vista Fund V, the legacy holder, were offered a 4.1 times cash-on-cash multiple to exit.

7.2 New Mountain Capital: Real Chemistry SACV (April 2025) – HIGH on transaction facts; GAP on specific discount

New Mountain Capital closed a $3.1 billion single-asset continuation vehicle on Real Chemistry, the biopharma marketing and AI-intelligence platform, in April 2025 (Simpson Thacher Announcement; Bloomberg April 11, 2025). Approximately 80 percent of original New Mountain Partners V LPs elected liquidity at a 4.0 times cash-on-cash multiple, with 20 percent rolling into the CV. Coller Capital led the fresh capital, with approximately $3.05 billion raised from new investors. The transaction is notable for the inclusion of four 40-Act registered funds among the new investor base, an early indicator of the wealth-channel demand pull that has compressed CV discounts on trophy assets (SecondaryLink). The specific discount-to-NAV was not disclosed by New Mountain or Coller; market reporting implies pricing in the 95 to 99 percent of NAV band consistent with trophy-SACV norms.

7.3 New Mountain Capital: Inframark + Azuria Combined SACV (April 23, 2026) – HIGH on transaction facts; GAP on specific discount

New Mountain Capital closed the combination of Inframark and Azuria Water Solutions into a single $5.5 billion enterprise-value platform on April 23, 2026, the largest infrastructure-services CV raised to date per industry trade press (Globe Newswire April 23, 2026; Inframark Announcement; Alternatives Watch). Newly raised CV capital of $2.4 billion was led by HarbourVest Partners alongside a second institutional lead. The combined platform reports $2.5 billion-plus revenue. The deal structure combines an SACV with New Mountain Partners VII fund participation, an emerging structural pattern for very large platform-combination CVs. Cross-link: Wave 9 water-wastewater vertical, where Inframark + Azuria is the anchor PE-backed roll-up platform in the United States.

The transaction structure is analytically novel because it combines two previously distinct New Mountain portfolio companies into a single platform inside the CV. Inframark, founded 1980, provides outsourced operations and management services for water and wastewater utilities across approximately 600 municipal and quasi-municipal client contracts in the United States. Azuria Water Solutions (the rebranded former Aegion Corporation water-infrastructure business) operates a national portfolio of trenchless pipe rehabilitation, corrosion protection, and water-infrastructure construction businesses. The combined platform aggregates the recurring O&M revenue base of Inframark with the project-revenue capital-spending exposure of Azuria, producing a hybrid services-plus-construction profile of $2.5 billion-plus combined revenue. New Mountain Partners VII is the fund vehicle alongside the SACV, indicating that New Mountain retained a primary-fund position rather than treating the CV as a clean exit. HarbourVest Partners as lead secondary buyer is consistent with HarbourVest’s posture as a top-decile secondary platform with deep infrastructure-services underwriting capability (InforCapital Azuria Platform). The transaction is the largest infrastructure-services CV to date by enterprise value but is sub-Vista in CV-newly-raised-capital terms ($2.4 billion versus Vista’s $5.6 billion CV size). Cross-reference: CT Acquisitions Wave 9 water-wastewater vertical tracker covers Inframark, Azuria, Veolia North America, Suez North America, and the Layne Christensen / Granite Construction water-platform competitive set.

7.4 KSL Capital Partners: Alterra Mountain Company SACV (January 2024) – HIGH on transaction facts; GAP on discount

KSL Capital Partners closed a single-asset continuation vehicle on Alterra Mountain Company (the Ikon Pass operator with 18 ski destinations) in January 2024 at over $3 billion total commitments including GP commitment and rollover (KSL Press Release; Buyouts Insider; Simpson Thacher News). Morgan Stanley & Co. advised; Simpson Thacher & Bartlett and Hogan Lovells provided legal counsel. The investor mix included state and county pension funds, corporate pension funds, sovereign wealth funds, endowments, foundations, and insurance companies. The specific discount-to-NAV was not disclosed; market reporting implies par-to-slight-premium pricing given the trophy-asset positioning of Alterra Mountain Company.

Alterra Mountain Company is the operator of the Ikon Pass season-pass product across 18 owned and operated mountain destinations including Steamboat (Colorado), Winter Park (Colorado), Mammoth Mountain (California), Squaw Valley / Palisades Tahoe (California), Stratton (Vermont), Crystal Mountain (Washington), Snowshoe (West Virginia), Tremblant (Quebec), and Blue Mountain (Ontario). The asset competes against Vail Resorts and the Epic Pass product in the consolidated North American multi-resort season-pass duopoly. The January 2024 CV close timing coincided with the post-2022 secondary-market recovery and pre-dated the broader 2024-2025 trophy-SACV pricing tightening; KSL effectively executed at the inflection point. The CV transaction extended KSL’s hold beyond the typical 5 to 7 year buyout window and provided liquidity for legacy LPs who had held Alterra since the 2018 platform combination with Aspen Skiing Company.

7.5 Accel-KKR: isolved SACV (August 2025) – HIGH on transaction facts; GAP on discount

Accel-KKR closed a $1.9 billion single-asset CV on isolved, the human capital management software platform, in August 2025 (Dakota Top 10 CVs August 2025). Discount-to-NAV not publicly disclosed.

7.6 Astorg: Normec SACV (2025)

Astorg closed a EUR 1.4 billion SACV on Normec, the European testing, inspection, certification, and compliance services platform, in 2025 (Dakota Top 10 CVs August 2025). Lead investors: Goldman Sachs Asset Management and AlpInvest Partners. Discount-to-NAV not publicly disclosed.

7.7 Tikehau Capital: Egis SACV (July 2025)

Tikehau Capital closed a SACV of over EUR 1 billion on Egis, the global engineering and operations services platform, in July 2025 (Dakota Top 10 CVs August 2025). Co-leads: Apollo S3 / ADIA and Neuberger Berman Capital Solutions.

7.8 TPG Twin Brook: Direct-Lending Portfolio Credit CV (2025) – HIGH on transaction facts

TPG Twin Brook closed a $3 billion credit-focused continuation vehicle on its middle-market direct-lending portfolio in 2025, led by Coller Capital (Coller TPG Twin Brook CV; TPG Announcement). Discount-to-NAV not explicitly disclosed, but framework consistent with Evercore’s approximately 98 percent benchmark for credit-CV pricing (Evercore Credit Commentary August 2025).

7.9 KKR, Apollo, Carlyle, Blackstone (large publicly-traded sponsors) – GAP on per-transaction specifics

Specific named CV transactions for the largest publicly-traded sponsors in 2024-2026 are GAP across open-source disclosure beyond general 10-Q and 10-K commentary that all four sponsors deploy CVs as ordinary-course liquidity tools. Per Jefferies’ 2025 Global Secondary Market Review, approximately 80 percent of the top 100 sponsors by AUM completed a CV transaction by year-end 2025 (Jefferies 2025 Review). Blackstone Strategic Partners is itself one of the dominant secondary-buyer platforms in the market. Cross-link: Wave 12 sponsor concentration tracker covers the strategic implications of GP concentration across CV adoption.

7.10 Cinven Insurance Holding Co – GAP

Available open-source data did not produce a confirmed “Insurance Holding Company multi-asset CV” deal in 2024-2026 from Cinven. What is confirmed: Cinven raised EUR 1.5 billion for a dedicated Insurance & Financial Services strategy and signed 14 realizations in 2024 (PEI Cinven 2024; Cinven Strategic Financials Fund Final Close). Confidence label: GAP for a specific CV transaction.

8. Single-Asset vs Multi-Asset CV Pricing (Confidence: HIGH)

Within the CV cohort, pricing dispersion has widened. Per practitioner reporting consolidated from Lazard, Jefferies, Evercore, and Houlihan Lokey:

Top-decile trophy single-asset CVs (defined as portfolios with disclosed forward EBITDA growth above 15 percent and clear public-market exit pathway) priced between 99 and 102 percent of NAV in 2025 per Jefferies. Bottom-decile SACVs (typically zombie buyout assets with weak operating metrics or in distressed sectors) priced between 75 and 85 percent of NAV with deferred-payment mechanisms layered on. Lazard’s 2025 report observes that pricing across GP-led deals decreased modestly versus 2024, partly because the issuance mix tilted toward larger, more concentrated SACVs of trophy assets but also encompassed a tail of lower-quality MACVs (Lazard 2025 Report). GP recommitment to the CV (often called “skin in the game”) materially affects secondary buyer underwriting. Industry practice in 2025 converged on GP recommitting at least 100 percent of crystallized carried interest from the legacy fund, GP-affiliated capital contribution of 2.5 to 5 percent of CV size, and crystallized carry rolled into the CV at high-water-mark hurdles. Deferred purchase-price mechanisms appeared in approximately 29 percent of 2025 GP-led transaction volume per Jefferies (Jefferies 2025 Review).

9. The “Convergence to Zero” Thesis (Confidence: HIGH on narrow version)

The convergence-to-zero thesis on trophy SACV discount-to-NAV is the most consequential pricing finding in the 2024-2026 dataset. More than 90 percent of GP-led transactions in H1 2025 priced at less than a 10 percent discount to NAV per Jefferies’ mid-year analysis (Jefferies H1 2025). Lazard’s 2024 Secondary Market Report documented that approximately 56 percent of single-asset CV transactions priced at par or premium to reference-date NAV (Lazard 2024 Report). Houlihan Lokey’s 2024 Study found approximately 40 percent priced at or above par.

The honest narrow version: for the top quartile of GP-led trophy single-asset CVs, discount-to-NAV has effectively gone to zero. For tail-end LP-led portfolios and weak MACVs, discounts remain in the 15 to 30 percent band. The convergence applies to the cohort that matters most for trophy-asset transactions but does not erase the long-tail discount on lower-quality positions. The driver of the convergence is demand-side: $90 billion of dedicated secondary buy-side capacity raised in 2024-2026 (Ardian ASF IX $30 billion, Lexington LCP X $22.7 billion, Coller Capital International Partners IX $17 billion plus Coller Credit Opportunities II $6.8 billion, Goldman Vintage IX $14.2 billion) absorbed the 51 percent CV volume growth in 2025 at par-equivalent pricing on the trophy cohort. The wealth-channel sub-pool (Ardian ASF IX took 22 percent from private wealth versus 11 percent for ASF VIII; Coller Capital launched a dedicated Private Wealth product; Goldman Vintage IX accepted commitments from high-net-worth and Goldman employees) added a less-price-sensitive bid that compressed discounts further on trophy assets.

The counter-version: when stale NAVs systematically understate true asset value (in a rising public-market environment), a “discount to NAV” of 5 percent may correspond to a deeper economic discount to current arm’s-length fair value. The convergence is real on disclosed numbers but partly an artifact of the NAV-staleness dynamic Phalippou and co-authors have documented for two decades (NBER w22404; Ivashina Mayer Phalippou SSRN).

10. NAV-CAGR vs Secondary-Pricing-Implied CAGR (Confidence: MEDIUM)

Phalippou and co-authors have documented a structural gap between GP-reported NAV compound-annual-growth-rate (CAGR) and secondary-market-implied CAGR. Across the 2014-2018 vintage buyout cohort, reported NAVs grew at an average 13 to 15 percent annualized through 2022 per GP marks; secondary-market-implied valuations across the same cohort grew at 8 to 10 percent annualized through 2022, with the gap widening sharply in 2022 when secondary discounts blew out to 19 percent of NAV (Robinson-Sensoy Liquidity Cost; NBER w22404).

The 2014-2018 buyout vintages are the heart of current secondary-market supply. Per industry composite data referenced in Lazard and Jefferies reports, these vintages now show median MOIC of approximately 1.7 to 1.9 times at the year 8-10 mark, median DPI of approximately 0.6 to 0.9 times (lower than the historical norm), and median RVPI of approximately 1.0 to 1.2 times. Roughly 60 to 70 percent of MOIC remains unrealized at year 8-10, driving LP demand for liquidity through both LP-led portfolio sales and GP-led CVs.

The 2022 public-market drawdown (S&P 500 down approximately 18 percent, NASDAQ down approximately 33 percent) compressed institutional LP listed-equity values faster than private NAVs adjusted. This shifted percentage-of-portfolio in PE above policy targets, triggering forced LP-led secondary selling. Average LP-led pricing fell from approximately 92 percent of NAV in 2021 to 81 percent in 2022 (Lazard 2024 Report). By 2024, public-market recovery had reversed the percentage-over-target dynamic. LP secondary selling shifted from forced to discretionary. Combined with the GP exit drought (traditional IPO and strategic sale exits down 30 to 40 percent versus the 2021 peak), the resulting pricing equilibrium tightened LP-led portfolio pricing back to 89 percent (2024) and 87 percent (2025) of NAV. On the GP-led side, the exit drought drove GP demand for CV liquidity faster than LP supply, which is why GP-led discounts compressed even faster than LP-led discounts.

11. GP-Led vs LP-Led Pricing Spread (Confidence: HIGH)

In 2025, GP-led mean discount-to-NAV was approximately 5 to 7 percent on SACVs and 7 to 10 percent on MACVs, while LP-led whole-portfolio pricing averaged 87 percent (a 13 percent discount). The GP-led-tighter spread is structural rather than cyclical, anchored in three drivers.

First, selection bias. GPs typically select the best-performing assets for CV transactions because trophy assets attract secondary buyer demand at par-or-premium. Underperformers do not get CVs; they get marked down or written off in the legacy fund. Ivashina, Mayer, and Phalippou formalize this in their August 2025 paper, modeling both adverse selection (low-quality assets transferred at inflated prices to new LPs) and inverse selection (high-quality assets transferred at undervalued prices, harming exiting LPs) (Ivashina Mayer Phalippou SSRN).

Second, concentrated diligence. SACVs allow secondary buyers to conduct full-asset diligence on a single named target, reducing the asymmetric-information discount that applies to whole-portfolio LP-led transactions. The information density per dollar of underwriting is much higher in a single-asset deal.

Third, GP commitment. GP recommitment of crystallized carry plus 2.5 to 5 percent fresh capital aligns interests and reduces information asymmetry. When secondary buyers price above NAV, it is overwhelmingly in SACVs targeting trophy assets with documented growth runways. Lazard explicitly notes that 2025 saw “greater issuance of ‘trophy’ assets with attractive demand dynamics within the Single Asset Continuation Fund segment” (Lazard 2025 Report). Trophy-asset SACVs in the 2024-2026 cohort include Cloud Software Group, Real Chemistry, Alterra Mountain Company, isolved, Normec, Egis, and the Inframark + Azuria combined platform. Each of these meets the trophy criteria of clear category leadership, defensible competitive position, double-digit forward EBITDA growth, and credible public-market or strategic exit path within five years.

11.1 The deferred-payment effect on the apparent gross discount

Approximately 29 percent of 2025 GP-led transaction volume included deferred purchase-price mechanisms per Jefferies (Jefferies 2025 Review). The typical structure defers 15 to 25 percent of total purchase consideration for 12 to 24 months post-close. For LP economics this creates two effects. First, the gross discount to reference-date NAV appears tighter than the true economic discount because deferred payments reduce the day-zero cash outflow from the buyer. Second, the IRR realized by the secondary buyer rises mechanically because the deferred-payment leg shortens the duration of deployed capital. A 7 percent gross discount with 20 percent of consideration deferred 18 months produces an effective net discount roughly 200 to 300 basis points wider in present-value terms at typical underwriting hurdle rates. This is why direct comparison of disclosed gross discounts between deals with and without deferred structures requires adjustment.

11.2 Secondary buyer concentration and dry-powder capacity

The 2025 secondary buyer base remains concentrated. Ardian, Lexington, Coller, HarbourVest, Goldman Sachs Asset Management, Strategic Partners (Blackstone), ICG Strategic Equity, AlpInvest, Hamilton Lane, Adams Street, Pantheon, Neuberger Berman Capital Solutions, and Apollo S3 together represent the bulk of CV lead-investor capacity. The 2024-2026 fundraising cycle added roughly $90 billion of dedicated buy-side capacity, providing the dry powder that absorbed the 51 percent CV volume growth in 2025 (Lexington LCP X; Ardian Press Release; Coller $17B Platform). The buyer concentration is itself a structural reason GP-led trades tighter: with 13 lead-investor platforms underwriting the bulk of $115 billion of GP-led 2025 volume, average deal-size per platform per year is approximately $9 billion, which is enough capital deployment intensity to bid trophy-asset transactions to par.

11.3 The GP commitment disclosure gap

ILPA-template disclosure asks GPs to specify crystallized carry rolled into the CV, fresh GP capital commitment, and the management-fee waterfall on the rolled basis. In practice, sponsor public disclosure typically references only the existence of GP recommitment, not the dollar amount. The 2026 Morgan Lewis CV Terms Study found that CV terms remained stable in 2025 despite the record volume, suggesting market practice has matured around a consistent GP-commitment band of 2.5 to 5 percent of CV size with crystallized carry of typically 50 to 100 percent rolled (Morgan Lewis 2026 CV Terms Study). Kroll’s transaction-opinion analysis confirms the structural alignment incentives baked into the standard CV term sheet (Kroll Secondary Market Evolution). NEPC’s investor-side analysis frames CVs as the new mainstay of private-market deal flow rather than an exotic alternative (NEPC New Mainstay). The Chief Investment Officer publication’s coverage of the 2025 LP and GP-led volume records provides the institutional-allocator perspective (CIO LP GP Led 2025 Volumes).

12. ILPA and Regulatory Framework (Confidence: HIGH)

ILPA published “Continuation Funds: Considerations for Limited Partners and General Partners” in May 2023, updating its 2019 GP-Led Secondary Fund Restructurings guidance (ILPA 2023 Continuation Funds). The guidance establishes an LPAC mandate to review conflicts of interest including crystallization of carry, bid-solicitation methodology, and any stapled financing or preferred-return adjustments; a status-quo option requirement so that LPs always have a meaningful no-action alternative; adequate decision time (typically 30 calendar days or more, with extensions for complex MACVs); and disclosure of GP economic incentive structure on both sides of the transaction.

ILPA released a standardized Continuation Fund Disclosure Template designed to consolidate commercial, financial, and governance information into one document. The Coller Capital mock transaction illustrates expected use (National Law Review Mock Transaction). Practitioner analysis is comprehensive across the major law firm sector: Goodwin Procter (Goodwin Analysis); Ropes & Gray (Ropes & Gray Analysis); Clifford Chance (Clifford Chance Briefing); Katten (Katten Analysis). Under most LPA terms, GP-led secondary transactions involving asset transfers between affiliated funds require LPAC consent (typically majority or supermajority of LPAC members). ILPA guidance recommends a formal LPAC vote on the transaction itself, the fairness opinion, and any premium-carry tier structure.

13. The 5th Circuit PFAR Vacatur (June 5, 2024) (Confidence: HIGH)

On June 5, 2024, the U.S. Court of Appeals for the Fifth Circuit unanimously vacated the SEC’s Private Fund Adviser Rules (PFAR) in National Association of Private Fund Managers v. SEC, No. 23-60471, holding that the SEC exceeded its statutory authority under Section 206(4) of the Advisers Act and Section 211(h) (SEC Vacated Rule Text; Debevoise 5th Cir Analysis; Morgan Lewis 5th Cir Analysis; Sullivan & Cromwell Memo; Bryan Cave Analysis; Willkie Memo; Paul Weiss Memo; Cleary Enforcement Watch; Ontra Memo).

The vacated rule had included mandatory third-party fairness opinions and explicit conflicts-of-interest disclosure for GP-led secondary transactions. Specifically, the SEC’s PFAR provisions targeting CVs required (a) delivery of a fairness or valuation opinion from an independent third party in any adviser-led secondary transaction, (b) provision of a written summary of any material business relationships within two years between the adviser and the independent opinion provider, and (c) documented rationale for the transaction. The court held that “no part of [PFAR] can stand” because the SEC lacked authority under Section 206(4) of the Advisers Act and Section 913 of Dodd-Frank / Section 211(h), the latter of which applies to “retail customers” not private fund investors.

Practical consequence: the vacatur removed prescriptive federal requirements on CV governance, leaving the field to ILPA’s 2023 Continuation Funds guidance and LPAC negotiation as the binding practical framework. Despite vacatur, market practice has continued to converge on fairness opinions on CV transactions and ILPA-template disclosure, because LPs at the LPAC stage demand it. In the absence of PFAR, SEC enforcement has reverted to Sections 206(1) and 206(2) anti-fraud authority, bringing cases under the general fiduciary-duty framework where it identifies specific misrepresentation. Cross-link: Wave 8 GP-led-CV tracker covers the vacatur in detail; the current report focuses on the post-vacatur 2024-2025 pricing implications.

14. 2025-2026 Secondary-Market Trends and Record Fundraising (Confidence: HIGH)

2025 was the largest year ever for total secondary volume at $233 billion, more than double the 2023 base (Lazard 2025 Report). H1 2026 has continued the trajectory based on Foley & Lardner’s Q1 2026 Review describing tender offers, GP-led secondaries, and CVs as the primary liquidity mechanism (Foley Q1 2026 Review). The 2024-2026 fundraising cycle on the buy-side delivered roughly $90 billion of dedicated secondary-buyer dry powder.

Ardian ASF IX at $30 billion (2024 close) is the largest secondary fund ever raised, eclipsing the prior Lexington LCP X record (Ardian Press Release; PitchBook; Pensions & Investments). Coller Capital’s $17 billion Coller International Partners IX (CIP IX) plus $6.8 billion Coller Credit Opportunities II (CCO II) together form a $23.8 billion secondaries platform that is the most diversified across PE and credit (Coller PE Platform; Coller CCO II). Goldman Vintage IX at $14.2 billion (September 2023 close) anchors GSAM’s secondary platform (GSAM Press Release; Fried Frank Goldman Vintage IX).

Private-credit secondary volume nearly doubled to approximately $20 billion in 2025 per Evercore (PitchBook on Evercore Credit Data). Pricing held at 95 to 100 percent of NAV reflecting the cash-yielding nature of direct-lending portfolios. TPG Twin Brook’s $3 billion credit CV closed in 2025, led by Coller (Coller TPG Twin Brook). The Jefferies Credit Secondaries insight notes that GP-led credit CV transactions have become a mainstream feature of the credit-secondaries market rather than an occasional special-situations vehicle (Jefferies Credit Secondaries Insight). Ares Management’s perspective on credit secondaries identifies the same structural shift (Ares Rise of CV in Credit Secondaries).

Coller Capital’s 42nd Global Private Capital Barometer (Summer 2025, fieldwork February to April 2025, sampled 110 LPs representing $2 trillion AUM) reported that 54 percent of LPs are likely to buy or sell PE secondary in the next two years; 37 percent plan to increase allocation to secondaries (up from 29 percent in December 2024); 72 percent will increase or maintain secondary allocation; 47 percent of LPs with SACV investments report performance above or in line with expectations; 49 percent say it is too early to tell (Coller Barometer Summer 2025). The 43rd edition (Winter 2025-26) confirmed that private credit and secondaries emerged as the leading allocation strategies amid macro uncertainty (Coller Barometer Winter 2025-26). LP appetite for secondaries is the structural demand-side floor under the 2024-2026 pricing band; Morgan Lewis’s May 2026 CV Terms Study confirms that CV terms remained stable in 2025 despite the record volume, suggesting that market practice has matured around a consistent set of structural expectations (Morgan Lewis 2026 CV Terms Study).

The 2026 trajectory implies a full-year total secondary volume in excess of $250 billion if H1 2026 sustains the H2 2025 run-rate, with GP-led volume potentially exceeding $130 billion. Foley & Lardner’s Q1 2026 Review describes Q1 2026 as a record quarter for tender offers, GP-led secondaries, and CVs as the primary liquidity mechanism (Foley Q1 2026 Review). Dechert’s analysis confirms GP-led secondaries and CVs as the principal DPI (distributions to paid-in capital) acceleration tool in 2025-2026 (Dechert GP-led Secondaries Analysis). The CAIA Association’s February 2026 commentary frames the CV boom as either a structural shift or a liquidity patch, the resolution of which depends on the 2026-2027 exit-market recovery trajectory (CAIA Continuation Vehicle Boom). GCM Grosvenor’s May 2026 strategic note identifies the platforms and strategies positioned to succeed in the maturing CV market (GCM Grosvenor CV Market May 2026).

15. LP-Side Secondary-Selling Drivers (Confidence: HIGH)

The 2023-2024 wave of LP-led selling was driven by three structural pressures. Endowment-side: Yale, Stanford, Harvard, Princeton, MIT, and Notre Dame all sold portions of their PE portfolios in 2023-2024, rebalancing post-2022 drawdowns and raising operating liquidity for institutional spending obligations. Pension-side: CalPERS, CalSTRS, Texas Teachers Retirement System (TRS), Washington State Investment Board, and New York Common Retirement Fund were significant LP-side sellers across 2023-2025 portfolio-rebalancing programs. Sovereign-wealth-side: select Asian and Middle Eastern sovereign wealth funds engaged in portfolio cleanup ahead of new vintage commitments.

By 2024-2025, this selling normalized as denominator-effect pressure subsided. Lazard’s 2024 report and Jefferies’ 2024 and 2025 reviews both attribute a portion of the LP-led volume to endowment and large-pension portfolio rebalancing (Lazard 2024 Report). On the wealth-channel buy-side, private wealth clients represented 22 percent of Ardian ASF IX’s $30 billion versus 11 percent of ASF VIII, doubling the wealth-channel share (Ardian Press Release). Coller Capital launched a dedicated Private Wealth product (Coller Private Wealth). Goldman Vintage IX accepted commitments from institutional investors, high-net-worth individuals, and Goldman employees (GSAM Vintage IX).

The growth of mass-affluent semi-liquid PE access points (iCapital, Moonfare, Pension Bee, Wealthsimple Generation, BlackRock-Vanguard-State Street alternative funds, BDC reverse-feeder structures including the New Mountain Finance Corporation 497AD program in late 2024) has created a new demand pool for secondary product (NMFC 497AD Marketing; NMFC 497AD Pricing). This demand pool is less price-sensitive than institutional LPs because wealth clients prioritize access over price discipline and wealth-channel sub-advisors are compensated on AUM rather than on net price realized.

Cross-link: Wave 11 single family office (SFO) tracker covers the SFO-buying side of the secondary market; Wave 8 family-office direct PE platform tracker covers SFO direct-investment behavior adjacent to secondary buying.

16. Academic Literature on CV Pricing and NAV Reliability (Confidence: HIGH)

The academic literature on PE NAV reliability, secondary-market pricing, and CV-specific information frictions provides the analytical backbone for this tracker.

16.1 Phalippou body of work

Ludovic Phalippou (Oxford Said Business School) has published for two decades on PE NAV reliability versus DPI realization. His “Liquidity Cost of Private Equity Investments” (NBER w22404) documents the structural secondary discount as a measure of true liquidity premium versus reported NAV (NBER w22404). The average secondary discount in his sample is 13.8 percent of NAV, with younger funds (years 4 to 9) trading at approximately 9 percent discount in non-crisis periods (Robinson-Sensoy Liquidity Cost).

16.2 Ivashina, Mayer, Phalippou (August 2025)

“Private Equity Continuation Vehicles: A Model of Strategic Asset Transfers” formalizes the two information frictions in CVs: adverse selection (low-quality assets transferred at inflated prices to new LPs) and inverse selection (high-quality assets transferred at undervalued prices, harming exiting LPs) (Ivashina Mayer Phalippou SSRN). The paper is theoretical but provides the framework for empirical follow-on work. Victoria Ivashina is the Lovett-Learned Professor of Finance at HBS (Ivashina Publications; Ivashina CV PDF).

16.3 Abuzov “Selling to Yourself” (NBER w34471)

Rustam Abuzov’s working paper provides the first large-sample empirical test of CV performance versus a controlled benchmark of comparable held-as-exits (NBER w34471 PDF; Ohio State Conference Version November 2025). Confidence: HIGH on the existence of the paper; MEDIUM on summary of findings pending replication.

16.4 ECGI “The Rise of Private Equity Continuation Funds” (2024)

Gottschalg’s paper analyzes 231 continuation funds from 2018 to 2022 (ECGI Paper PDF).

16.5 Robinson-Sensoy

Robinson and Sensoy’s “Liquidity Provision in the Secondary Market for Private Equity” provides the foundational empirical work on the cyclicality of secondary discounts and their relationship to GP-of-record performance (Robinson-Sensoy Dartmouth PDF; ScienceDirect).

16.6 Brown, Gredil, Kaplan on NAV manipulation

“Do Private Equity Funds Manipulate Reported Returns?” (NBER w22493) provides direct evidence that GPs adjust NAV around fundraising windows (NBER w22493). The implication for CV pricing: the GP has a documented incentive to mark assets conservatively into a CV (so the secondary buyer’s “discount” looks fair) and aggressively in flagship-fund marketing periods.

16.7 Andonov, Bauer, Cremers on discount-rate risk

NBER Working Paper w28691 on discount-rate risk in PE provides academic support for the structural mismatch between GP-reported smoothed NAV and the real discount rate that secondary buyers apply (NBER w28691).

16.8 Josh Lerner body of work

Josh Lerner and co-authors at HBS continue to publish on PE long-run net-of-fee performance versus public-market benchmarks (HBS Working Paper; Josh Lerner HBS Profile). The recent body of work converges on roughly 100 to 300 basis points of net alpha above public-market equivalents (PME) for buyout funds in the 2000-2015 vintages, with significant dispersion by sponsor and vintage.

17. Sponsor-Specific Disclosure (Confidence: MEDIUM)

KKR, Apollo, Blackstone, Carlyle, TPG, Blue Owl, and Ares all reference CV transactions in periodic disclosures. None routinely discloses per-transaction discount-to-NAV. Where disclosure occurs it is in narrative form acknowledging the use of CVs as ordinary-course liquidity tools (PitchBook PE Earnings Dashboard).

Publicly-listed business development companies (BDCs) such as New Mountain Finance Corporation (NMFC) have NAVs that are public and disclosed quarterly (NMFC 8-K November 2024). When BDCs are involved in CV-adjacent transactions on direct-lending portfolios, the discount-to-NAV implicit in any sale price can be calculated relative to the listed NAV. New Mountain Finance Corp 497AD filings include relevant marketing language and pricing announcements (NMFC 497AD Marketing; NMFC 497AD Pricing).

ICG Strategic Equity and Bridgepoint (publicly-listed UK GPs) disclose secondary-market activity in annual reports, but per-transaction discount disclosure is GAP. The Vermont Pension Investment Commission’s October 28, 2025 meeting materials on HarbourVest Dover Street XII provide a rare publicly-available institutional LP underwriting view on a major secondary-fund GP relationship (Vermont Pension Dover XII Materials). These materials confirm that institutional LP underwriting on secondary platforms in late 2025 explicitly references the GP-led-CV pricing band and the structural tightness of trophy SACV pricing.

The most specific public discount-to-NAV disclosure in the 2024-2026 cohort remains Vista’s confirmation that Cloud Software Group moved into the CV at a 5 percent discount to its Q1 2024 valuation (Bloomberg June 25, 2025). This is the rare named-deal-with-named-discount data point that anchors the entire tracker.

18. Counter-Narrative Findings (Confidence: MEDIUM/HIGH)

18.1 The GP-led CV as exit, not value-creation tool

Bain & Company’s 2026 report observes that LPs are “lukewarm on secondaries as a liquidity solution and will usually tolerate only one CV a year at most from their GPs” (Bain GPE 2026). Critics argue that a CV is functionally an exit transaction (the legacy fund is exiting) plus a value-creation reset (the new vehicle is entering at a new cost basis), but the GP collects fees and crystallized carry on the same asset twice. Ivashina, Mayer, and Phalippou formalize this in their August 2025 paper, modeling both adverse selection and inverse selection (Ivashina Mayer Phalippou SSRN).

18.2 The CV-as-fee-extraction critique

Eileen Appelbaum and Rosemary Batt at the Center for Economic and Policy Research (CEPR) have documented the broader fee-extraction concern in private equity, including the question of whether secondary funds and CVs delay reckonings rather than resolve them (CEPR Appelbaum Profile; CEPR Buyouts June 2026; CEPR Buyouts April 2026; CEPR Fees 2016). The crux: an LP that paid management fees on Asset X in Legacy Fund V for seven years now pays fees again on Asset X in CV-VII at a new management fee on the rolled-over basis. Whether the new fee is justified depends on whether the CV’s GP genuinely adds value in the extended hold period.

18.3 The LPAC-captive critique

The LPAC of a legacy fund is composed of large LPs in that fund. When the GP proposes a CV, the LPAC’s economic interest is not perfectly aligned with the broader LP base. LPAC members may have additional commitments to the GP’s flagship fund or to the CV itself. Whether this constitutes “capture” or simply rational concentration of decision-rights with informed LPs depends on the LPA terms and the integrity of the LPAC voting process.

18.4 The wealth-channel impact

The growth of mass-affluent semi-liquid PE access points has created a new demand pool for secondary product that is less price-sensitive than institutional LPs. This demand-side shift is partly responsible for the compression of CV discounts to near-par on trophy assets. Whether the demand persists through a market drawdown or reverses (with associated discount widening) is the open question for 2026-2027 forecasting.

18.5 What did Cloud Software actually trade at?

Vista’s Cloud Software CV closed at a disclosed 5 percent discount to Q1 2024 reference-date NAV (Bloomberg June 25, 2025). The unstated question is whether Q1 2024 NAV itself fairly reflected the asset’s value. Citrix and TIBCO competitive position deteriorated relative to public software comps in 2024-2025 per industry trade press. A 5 percent discount to a potentially-stale NAV may be a wider economic discount when measured against a current arm’s-length valuation. Confidence: GAP on the underlying NAV reasonableness.

18.6 The Q1 2026 inflection signal

The Morgan Lewis 2026 CV Terms Study and the Foley & Lardner Q1 2026 Review describe Q1 2026 as a record quarter for tender offers, GP-led secondaries, and CVs as the primary liquidity mechanism for companies and investors unable to wait for public markets. Two implications follow. First, the buy-side dry-powder build of $90 billion across 2024-2026 is now actively deploying at a pace that may exhaust the inventory of trophy assets before late 2026, at which point selective bidding will compress discounts further on the remaining cohort and widen them on the second-tier cohort. Second, sponsor concentration on the GP-led side (the 80 percent of top-100 sponsors having completed a CV by year-end 2025 per Jefferies) means that further volume growth depends on sub-top-100 sponsors entering the CV channel, which structurally implies a tail of less-trophy assets at wider discounts. The convergence-to-zero thesis on trophy SACVs may persist but the cohort-average discount could widen if the volume mix tilts toward second-tier issuers.

18.7 Six contrarian findings

• (a) The “discount to NAV” headline is calculated from a number the seller (GP) constructs; the buyer’s underwriting often includes a private adjustment to a current-value mark that is not publicly disclosed.
• (b) Trophy-asset SACV pricing at 99.5 percent of NAV is reported gross of deferred-payment effects; in 29 percent of GP-led 2025 transactions a deferred leg means the economic discount in present-value terms is 200 to 300 basis points wider than disclosed.
• (c) The 5th Circuit PFAR vacatur in June 2024 did not reduce market practice on fairness opinions or disclosure; LPAC negotiation requires them.
• (d) CV volume growth at 51 percent in 2025 is structurally constrained by GP supply, not by buyer demand; dry powder on the buy-side ($90 billion raised 2024-2026) exceeds reasonable 2026 absorption capacity.
• (e) The same Cloud Software Group trophy framework applied to a mid-decile asset would generate a wider discount on disclosed basis but the practical comparison is rarely apples-to-apples because the mid-decile asset does not get a CV at all.
• (f) LP-portfolio pricing at 87 percent of 2025 NAV is a weighted average that hides the bimodal distribution: trophy buyout sub-5-year cohort at 95 percent NAV and tail-end cohort at 73 percent NAV. The market is not “87 percent of NAV”; it is bimodal with very few transactions actually pricing at 87 percent.

19. Limitations and GAPs (Confidence: HIGH)

This tracker reports on the public discount-to-NAV evidence available as of June 22, 2026. The principal limitations are five.

First, specific discount-to-NAV is not disclosed for most named CV transactions. Vista’s Cloud Software at a disclosed 5 percent discount to Q1 2024 NAV is the rare exception. New Mountain Real Chemistry, KSL Alterra, Accel-KKR isolved, Astorg Normec, Tikehau Egis, TPG Twin Brook direct-lending, and New Mountain Inframark + Azuria all disclose CV size, structure, and lead investors but not per-transaction discount-to-NAV. The market-aggregate figures from Jefferies, Lazard, Evercore, and Houlihan Lokey fill the gap with cohort-level pricing bands.

Second, KKR, Apollo, Carlyle, and Blackstone per-deal discount disclosure is GAP at the public-filing level. These sponsors collectively account for a meaningful fraction of CV transaction count but the per-transaction pricing data sits in private LP statements and ADV-Part 2A disclosures that are not consolidated publicly.

Third, the Cinven “Insurance Holding Company multi-asset CV” is unconfirmable in open source. What is confirmed is Cinven’s EUR 1.5 billion Insurance & Financial Services strategy fund close in 2024 and Cinven’s 14 realizations and EUR 6.7 billion exited in 2024 (PEI Cinven 2024).

Fourth, the NAV against which the disclosed Vista 5 percent discount is measured is itself the GP’s number. The discount-to-NAV figure is a relative metric, not an absolute measure of value. Whether Q1 2024 Cloud Software Group NAV reasonably reflected fair value is the structural information friction Ivashina, Mayer, and Phalippou model and remains GAP for outside observers.

Fifth, deferred-payment mechanisms, premium-carry tiers, and other structural sweeteners shift the economic outcome away from the headline disclosed discount. The 29 percent of 2025 GP-led deals with deferred-payment legs and approximately 25 percent with premium-carry tiers mean that even “complete” disclosure of headline discount understates the full pricing picture by 100 to 300 basis points in present-value terms.

19.1 Confidence labels summary

20. Related CT Acquisitions Research (Confidence: HIGH)

• Wave 8 GP-Led-CV Tracker (page id 41143): This report extends Wave 8’s volume tracking with discount-to-NAV pricing detail. Wave 8 covered $74 to $84 billion 2024 GP-led volume; this report updates to $115 billion 2025 per Jefferies and $116 billion per Lazard. Wave 8 covered the PFAR vacatur shock; this report covers the post-vacatur 2024-2025 pricing implications.
• Wave 9 Water-Wastewater Vertical Tracker: Inframark + Azuria April 23, 2026 combination at $5.5 billion enterprise value is the largest infrastructure-services CV to date and the anchor PE-backed roll-up in the water-wastewater roll-up thesis CT Acquisitions tracks.
• Wave 10 Cite-Bait Trio: The three highest-citation reports in the CT Acquisitions catalog (Sovereign-Backed-PE Tracker, PE-Healthcare Sponsor Tracker, PE-Backed Critical-Infrastructure Tracker) cross-reference the secondary-market dynamics covered here for the CV-rotation thesis on healthcare and infrastructure trophy assets.
• Wave 11 Single Family Office (SFO) Tracker: SFOs are an emerging secondary-market participant on both buy-side (direct CV co-investment) and sell-side (legacy PE position rotation). The SFO tracker covers the platform-economics side of this participation.
• Wave 12 Sponsor Concentration Tracker: GP-led CVs are a primary mechanism by which large sponsors retain trophy assets beyond the natural exit window. Sponsor concentration in CV adoption is one of Wave 12’s headline findings.
• Wave 12 HSR-Avoidance Tracker: CVs do not constitute “acquisitions” under HSR Act §7A because the asset remains under common GP control. The HSR-avoidance feature is one of the structural attractions of the CV format relative to a third-party-sale exit.
• Wave 8 Family-Office Direct-PE Platform Tracker: Family-office direct investment in PE platforms is a competitor channel to secondary-market participation; the two are increasingly substitute pools of capital for the same trophy assets.
• Tier-A Vertical Build Pipeline: Several Tier-A verticals (security-integration, janitorial, waste-hauling, home-health, snow-removal, foundation-repair, excavation, property-management) have named PE platforms that are CV candidates over 2026-2028 based on holding-period analysis. The CV pricing bands in this report inform exit-modeling for these vertical platforms.

21. Sources (~80 primary-source URLs)

Advisory pricing reports

• Jefferies Global Secondary Market Review January 2025 (FY 2024 / FY 2025)
• Jefferies Global Secondary Market Review January 2024
• Jefferies H1 2024 Global Secondary Market Review (July 2024)
• Jefferies H1 2025 Global Secondary Market Review (July 2025)
• Jefferies 2025 Global Secondary Market Review (insights post)
• Jefferies Credit Secondaries Insight
• Lazard 2024 Secondary Market Report PDF
• Lazard 2025 Secondary Market Report PDF
• Lazard 2024 Secondary Market Report Page
• Lazard 2025 Secondary Market Report Page
• Lazard Interim 2024 Secondary Market Report
• Lazard 2023 Secondary Market Report
• Evercore Full-Year 2024 Secondary Market Survey Results (February 2025)
• Evercore H1 2025 Secondary Market Report
• Evercore PCA 2025 Secondary Market Report (February 2026)
• Evercore Credit Secondaries Commentary August 2025
• Greenhill Cogent Secondary Sale Structuring
• Setter Capital Volume Report H1 2024
• Setter Capital Volume Report FY 2024
• Setter Capital Volume Report H1 2025
• Setter Capital Volume Report FY 2023
• Houlihan Lokey 2024 Continuation Fund Study
• Coller Capital Barometer Summer 2025 (42nd)
• Coller Capital Barometer Winter 2025-26 (43rd)
• Coller Capital Private Credit and Secondaries

Industry reports

• Bain Global Private Equity Report 2025
• Bain Global Private Equity Report 2026
• Bain Global Private Equity Report 2026 PDF
• Bain Outlook Gaining Traction 2026

Regulatory and ILPA

• ILPA Continuation Funds Guidance (May 2023) PDF
• ILPA Continuation Funds Page
• SEC Announcement Regarding PFAR Vacatur
• SEC PFA Vacated Rule Text PDF
• Debevoise 5th Cir Analysis
• Morgan Lewis 5th Cir Analysis
• Cleary 5th Cir Analysis
• Sullivan & Cromwell PFAR Memo
• Paul Weiss PFAR Memo
• Bryan Cave PFAR Analysis
• Willkie PFAR Memo
• Ontra PFAR Memo
• National Law Review ILPA Mock Transaction
• Goodwin ILPA Guidance
• Ropes & Gray ILPA Analysis
• Clifford Chance ILPA Briefing
• Katten ILPA Analysis
• Morgan Lewis 2026 CV Terms Study
• Foley Q1 2026 Review
• Dechert GP-led Secondaries Analysis

Named CV transactions

• KSL Press Release Alterra CV
• KSL Capital Alterra Announcement
• Buyouts Insider Alterra CV
• Simpson Thacher Alterra CV
• Bloomberg Vista Cloud Software CV
• Private Equity Insights Vista CV
• STP Investment Services on Vista CV
• InforCapital Vista CV Profile
• Simpson Thacher Real Chemistry CV
• Bloomberg Real Chemistry CV
• SecondaryLink Real Chemistry 40-Act Funds
• Globe Newswire Azuria + Inframark April 23 2026
• Inframark Combination Announcement
• Azuria Combination Announcement
• Alternatives Watch Azuria Inframark CV
• InforCapital Azuria Platform
• TPG Twin Brook CV Announcement
• Coller TPG Twin Brook CV
• Dakota Top 10 CVs August 2025

Secondary fund fundraises

• Ardian ASF IX $30B Press Release
• Ardian How to Make the Secondary Market
• PitchBook Ardian $30B Close
• Pensions & Investments Ardian $30B
• Lexington LCP X $22.7B Press Release
• Lexington Co-Investment Partners VI $4.6B
• Alternatives Watch on Lexington CIP VI
• Coller Capital $17B PE Platform
• Coller Capital Credit Opportunities II $6.8B
• Coller Capital Private Wealth Product
• Goldman Sachs Vintage IX Press Release
• Fried Frank Goldman Vintage IX Close
• PitchBook Goldman Sachs Vintage IX
• S&P Global on Secondary Fundraising
• PEI Cinven 2024 EUR 6.7B Realisations
• Cinven Strategic Financials Fund Final Close

Academic papers

• Ivashina Mayer Phalippou SSRN August 2025
• NBER w34471 Selling to Yourself Abuzov
• NBER w22404 Liquidity Cost of PE
• NBER w22493 Do PE Funds Manipulate Reported Returns
• NBER w28691 Discount Rate Risk in PE
• Robinson Sensoy Dartmouth Liquidity Provision PDF
• ScienceDirect Liquidity Cost PE
• HBS Does the Case for PE Still Hold
• Josh Lerner HBS Profile
• Victoria Ivashina Publications
• Victoria Ivashina CV PDF
• ECGI Rise of PE Continuation Funds 2024
• Ohio State Selling to Yourself Conference Version
• CEPR Eileen Appelbaum Profile
• CEPR Fees Fees and More Fees Report 2016
• CEPR Buyouts Reshaping the Economy June 2026
• CEPR Buyouts Reshaping the Economy April 2026

SEC filings and BDC disclosures

• New Mountain Finance Corp 497AD November 2024 Marketing
• New Mountain Finance Corp 497AD November 2024 Pricing
• New Mountain Finance Corp 8-K November 2024

Industry analysis and synthesis

• PEI Ardian $30B Side Letter
• Secondaries Investor Ardian Programme
• Secondaries Investor Lexington Step Up
• Secondaries Investor Greenhill Charts
• GP-Led Secondaries CF LP Guide 2026
• Chief Investment Officer LP GP Led 2025 Volumes
• CAIA Continuation Vehicle Boom February 2026
• GCM Grosvenor CV Market May 2026
• PitchBook Credit Secondaries $20B 2025
• Lugen Family Office Jefferies January 2026 Summary
• Kroll Secondary Market Evolution Continuation Funds
• Ares Rise of CV in Credit Secondaries
• CFO.com Bain Liquidity Pressure
• CFO.com CV Pivot 2026
• NEPC New Mainstay Continuation Vehicles
• Vermont Pension Dover XII Materials October 2025
• PitchBook PE Earnings Dashboard

22. Frequently Asked Questions

Q1. What was the disclosed discount-to-NAV on Vista’s Cloud Software CV?

Vista’s Cloud Software Group $5.6 billion single-asset continuation vehicle closed June 2025 at a disclosed 5 percent discount to its Q1 2024 reference-date valuation per Bloomberg. This is the most specific public discount-to-NAV disclosure in the 2024-2026 cohort.

Q2. What was total secondary market volume in 2025?

Total secondary market volume reached $233 billion in 2025 (up from $152 billion in 2024) per Lazard’s 2025 Secondary Market Report and Jefferies’ 2025 Global Secondary Market Review. GP-led volume was $115 to $116 billion (53 percent year-over-year growth); CV-specific volume was $106 billion per Evercore (51 percent year-over-year growth).

Q3. What was the largest infrastructure-services CV ever raised?

New Mountain Capital’s combination of Inframark and Azuria Water Solutions at $5.5 billion enterprise value, closed April 23, 2026, with $2.4 billion of newly raised CV capital led by HarbourVest Partners. Industry trade press characterized this as the largest infrastructure-services CV raised to date per Alternatives Watch.

Q4. What is the typical 2025 discount-to-NAV for buyout funds under five years old?

95 percent of NAV per Jefferies’ 2025 Global Secondary Market Review. This is essentially par pricing for the highest-quality cohort.

Q5. What is the typical 2025 discount-to-NAV for tail-end buyout funds over ten years old?

73 percent of NAV per Jefferies’ 2025 Global Secondary Market Review. The decay-zone discount reflects exit-timing risk and the higher concentration of underperforming assets in tail-end funds.

Q6. What is the typical 2025 discount-to-NAV on trophy single-asset CVs?

Approximately 99.5 to 102 percent of NAV (par or slight premium) for top-decile trophy SACVs per Jefferies. More than 90 percent of GP-led transactions in H1 2025 priced at less than a 10 percent discount.

Q7. What was the largest secondary fund ever raised?

Ardian Secondary Fund IX (ASF IX) at $30 billion, closed 2024 per Ardian Press Release. Lexington Capital Partners X at $22.7 billion (January 2024) was the prior record. Coller Capital’s combined $23.8 billion platform (CIP IX at $17 billion plus CCO II at $6.8 billion) is the most diversified across PE and credit.

Q8. What did the 5th Circuit PFAR vacatur do?

On June 5, 2024, the U.S. Court of Appeals for the Fifth Circuit unanimously vacated the SEC’s Private Fund Adviser Rules in National Association of Private Fund Managers v. SEC, No. 23-60471. The vacated rule had required third-party fairness opinions and explicit conflicts-of-interest disclosure for GP-led secondary transactions. ILPA’s 2023 Continuation Funds guidance remains the binding voluntary standard. Market practice has continued to provide fairness opinions and ILPA-template disclosure despite the vacatur because LPAC negotiation requires it.

Q9. What does ILPA’s 2023 Continuation Funds guidance require?

An LPAC mandate to review conflicts of interest including crystallization of carry, bid-solicitation methodology, and any stapled financing or preferred-return adjustments; a status-quo option requirement so that LPs always have a meaningful no-action alternative; adequate decision time (typically 30 calendar days or more); and disclosure of GP economic incentive structure on both sides of the transaction. ILPA also released a standardized Continuation Fund Disclosure Template (ILPA 2023 Guidance).

Q10. Where can the academic literature on CV pricing be found?

The two foundational papers in the 2024-2026 cohort are Ivashina, Mayer, and Phalippou’s “Private Equity Continuation Vehicles: A Model of Strategic Asset Transfers” (SSRN, August 2025) and Abuzov’s “Selling to Yourself” (NBER Working Paper 34471). Earlier foundational work includes Phalippou’s “Liquidity Cost of Private Equity Investments” (NBER w22404), Brown-Gredil-Kaplan’s “Do Private Equity Funds Manipulate Reported Returns?” (NBER w22493), and Robinson-Sensoy on liquidity provision in PE secondaries.

23. Practitioner Takeaways for LPs, GPs, and Secondary Buyers (Confidence: HIGH)

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 $40B+ combined PE transaction value (PSA/NSA $10.5B March 16 2026 = largest self-storage transaction in history; Sun/Safe Harbor $5.65B April 30 2025 to Blackstone Infrastructure; LCS-Vi merger May 1 2026 = 130 communities; Sonida-CNL $1.8B Nov 5 2025; NIC MAP Q1 2026 = 89.5% senior occupancy 19th consecutive quarter; Asset Living = Roark Capital NOT Cardinal), see the 2024-2026 Specialty Property Management PE Roll-Up Tracker (Student + Senior + MHP + Self-Storage).

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 Sub-$133.9M HSR-2026-threshold PE M&A 2024-2026 (1,973 FY24 reportable filings vs 621 healthcare-only PE add-ons per PESP = 10x+ unreported ratio; Apex ~60/yr + VetCor 100+/yr + SPS PoolCare 191 cumulative + Heartland Dental continuous; Welsh Carson May 13 2025 first sponsor-level prior-approval; Chamber v. FTC Feb 12 2026 vacated 2024 HSR Form Final Rule), see the 2024-2026 PE HSR Threshold Avoidance Database.

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.

For limited partners (LPs): The 2024-2026 cohort confirms that the discount-to-NAV headline is calculated from the GP’s reference-date mark, not from a current arm’s-length valuation. LPs evaluating a CV proposal should request (a) the reference-date NAV calculation methodology, (b) the fairness-opinion provider and its material business relationships with the sponsor, (c) the LPAC voting record and any minority-LP dissent, (d) the proposed crystallized carry crystallization and recommitment structure, (e) the GP fresh capital commitment as a percentage of CV size, (f) the deferred-payment structure and its IRR effect, and (g) the cash-out multiple available to legacy LPs not rolling. ILPA’s 2023 Continuation Funds Disclosure Template formalizes most of these items but requires LPAC enforcement. The Vermont Pension Investment Commission’s October 2025 HarbourVest Dover Street XII materials illustrate the institutional-LP underwriting view on secondary-fund GP relationships (Vermont Pension Dover XII Materials).

For general partners (GPs): The convergence of trophy-SACV pricing to par and slight premium has reduced the discount-to-NAV optionality that historically motivated CV transactions. GPs proposing a CV in 2026 should expect LPAC and lead-buyer scrutiny on (a) the trophy-asset criteria (forward EBITDA growth above 15 percent, defensible competitive position, credible exit path within five years), (b) the GP’s recommitment beyond the legacy fund’s crystallized carry, (c) the management-fee step-up on the rolled basis, and (d) the deferred-payment structure if any. The Cloud Software Group disclosed 5 percent discount sets a benchmark that other large-sponsor SACVs will be referenced against; sponsors with weaker trophy criteria should expect wider discounts and may face LPAC rejection. Bain’s 2026 report observes that LPs are “lukewarm on secondaries as a liquidity solution and will usually tolerate only one CV a year at most from their GPs” (Bain GPE 2026), constraining the frequency at which GPs can use CVs as an ordinary-course liquidity tool.

For secondary buyers: The trophy-SACV par-pricing convergence reduces the underwriting margin for error on the buy-side. With $90 billion of dry powder competing for a trophy-asset inventory measured in the dozens per year, buy-side platforms have differentiated on (a) sector specialization (Coller on insurance and complex direct-lending; Ardian on broad LP-portfolio plus GP-led; HarbourVest on infrastructure-services platform CVs; Strategic Partners on flagship GP relationships), (b) structuring flexibility (deferred-payment legs, premium-carry tiers, preferred-equity layers), and (c) wealth-channel distribution (Ardian’s 22 percent wealth-channel allocation in ASF IX; Coller’s dedicated Private Wealth product; Goldman Vintage IX’s high-net-worth allocation). The mid-decile CV cohort, where the underwriting margin is wider but the trophy-asset narrative is weaker, may be where second-tier secondary buyers can build differentiated positions in 2026-2027.

24. About the Author

This report was prepared by Christoph Totter, founder of CT Acquisitions. CT Acquisitions publishes citation-grade research on private equity sponsor concentration, GP-led continuation vehicles, secondary-market pricing, sponsor-backed roll-up verticals, and the family-office direct-investment channel. The CT Acquisitions methodology emphasizes primary-source citation, per-cell confidence labeling, cross-reference to academic literature (SSRN, NBER, HBS Working Papers, ECGI), and analytical transparency about GAPs in public disclosure. Contact: christoph.totter@gmail.com.

Last updated: June 22, 2026.