Price discovery
A price set by the market
Approaching several secondary buyers, not one, shows existing investors that the price reflects real demand.
- Several buyers approached
- Indications compared
- Lead chosen on price and terms
GP-led secondaries
Keep your best asset longer.
Give investors liquidity without selling the company.
A continuation vehicle lets a sponsor hold a strong software business beyond the fund’s life, while existing investors choose to sell or roll. We introduce secondary buyers and run a process that tests the price in the market.
- Investors sell or roll
- Choice
- Investors sell or roll
- Price set by real bids
- Tested
- Price set by real bids
- More runway for the plan
- Time
- More runway for the plan
Continuation process
In market
- Asset and rationale agreedDone
- Secondary buyers approachedDone
- Lead buyer pricingLive
- Fairness opinionNext
- Investor electionNext
- Close and transferNext
Every investor gets a clear, informed choice.
Why it matters
A great asset, a fund near its end. There is another route.
Funds have fixed lives. When a portfolio company still has room to grow but the fund needs to return capital, a sale is not the only option. A GP-led secondary moves the company into a new vehicle, backed by secondary investors, so the plan can continue.
- Existing investors can take cash or roll into the new vehicle.
- The sponsor keeps managing a business it knows well.
- Management keeps momentum instead of facing a sale process.
- New investors gain access to a proven asset.
The process
How a continuation vehicle comes together.
Each deal is different, but the main stages are consistent. Price discovery and investor fairness run through all of them.
Talk through your asset- 01
Asset and rationale
Preparation
Agree why the asset should be held longer, what the new plan is and how much new capital it needs.
OutputClear investment case
- 02
Buyer outreach
Marketing
Secondary funds and other investors review the asset under NDA and submit indicative pricing.
OutputCompeting indications
- 03
Lead and terms
Pricing
A lead investor sets the price and terms. Independent advisers provide a fairness opinion for the investors.
OutputPrice and fairness opinion
- 04
Investor election
Election
Existing investors receive full information and choose to sell, roll or a mix, then the transfer closes.
OutputInformed choice and close
What makes it work
Four things investors look for.
Continuation vehicles are scrutinised closely. These are the areas that build trust with existing and new investors.
Fairness
Independent review
A fairness opinion from an independent adviser, plus clear disclosure of conflicts, helps the investor committee approve the deal.
- Independent fairness opinion
- Conflicts disclosed
- Investor committee engaged early
Alignment
The sponsor stays invested
New investors expect the sponsor to roll its own interest and commit fresh capital, so everyone shares the same outcome.
- Sponsor rolls its carry or interest
- New capital committed
- Fee terms reset fairly
Choice
A real option to sell or roll
Existing investors need enough time and information to decide. A clear election process avoids pressure in either direction.
- Full information pack
- Enough time to decide
- Status quo option where possible
Options compared
Continuation vehicle or full sale.
Both can be right. The better choice depends on the asset, the plan and what investors want.
Full sale
Continuation vehicle
Ownership
Full saleMoves to a new owner
Continuation vehicleSame sponsor, new vehicle
Investors
Full saleAll exit together
Continuation vehicleEach chooses sell or roll
Growth plan
Full saleSet by the buyer
Continuation vehicleContinues under the sponsor
Management
Full saleNew owner relationship
Continuation vehicleContinuity for the team
Fit check
Is a continuation vehicle a fit?
These questions help decide whether a GP-led secondary is worth exploring for a software asset.
| Question | Why it matters |
|---|---|
| Does the asset have a clear next growth phase? | Buyers back a plan, not just a hold. |
| Is the fund near the end of its life? | It sets the timing for investor liquidity. |
| Will the sponsor roll and commit new capital? | Secondary buyers expect alignment. |
| Is there recurring, predictable revenue? | Software with recurring revenue is easier to price. |
Acquiry does not give legal, tax or investment advice. Fund counsel, independent valuation advisers and tax advisers handle those parts. We introduce buyers and coordinate the process.
Confidential by default
Quiet outreach, controlled information.
Secondary buyers review the asset under NDA, with information released in stages. Portfolio company staff and customers are not told until the sponsor decides.
Every Acquiry mandate runs under strict NDA.
Questions
What founders and boards ask us.
What is a GP-led secondary?
It is a deal where the fund manager (the GP) moves one or more portfolio companies from an existing fund into a new vehicle, backed by secondary investors. Existing investors can sell for cash or roll into the new vehicle.
What is a continuation vehicle?
It is the new fund or entity that holds the asset after the transfer. It lets the sponsor keep managing the company for a further period with fresh capital.
How is the price set?
Through a competitive process with several secondary buyers. A lead investor sets the price, and an independent adviser usually gives a fairness opinion for existing investors.
Do existing investors have to sell?
No. Each investor chooses to sell, roll or a mix. Where possible a status quo option is offered too.
Does Acquiry provide the fairness opinion?
No. Fairness opinions come from independent valuation advisers. We introduce buyers and coordinate the process alongside fund counsel and those advisers.
Discuss a continuation vehicle
Tell us about the asset.
Share a few details and we will reply directly, usually the same working day. No company names are needed at this stage.
- Strict NDA before we see any document.
- Information released in stages.
- No upfront fee.