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Clifford Chance
Secondary Transactions<br />

Secondary Transactions

Global secondaries and fund liquidity solutions expertise

Clifford Chance’s Secondaries practice is recognised as one of the most sophisticated and globally integrated offerings in the market. Bringing together top‑tier Funds and Private Equity teams across 33 offices in 22 countries, we advise the world’s most active sponsors and investors on the full spectrum of secondaries transactions, including GP‑led continuation funds, LP portfolio sales, strip sales, complex restructurings, tender offers, stapled transactions, secondary direct opportunities and pension scheme buy-ins.

We act for many of the largest global asset managers, and 8 of the world’s top 10 international investors, supporting them on their most strategically significant mandates. Our team is at the forefront of market innovation – from bespoke synthetic secondary transactions to cross-fund, multi-asset and long‑dated continuation vehicles, as well as adjacent GP strategic solutions such as GP‑stakes and asset manager M&A – and is uniquely positioned to deliver seamless, commercial and technically robust advice across all major asset classes and geographies.

Our deep regulatory, tax and financing expertise ensures clients receive a comprehensive, full‑service solution across the entire spectrum of secondaries transactions.

Our experience

Continuation funds

Advising sponsors and investors on single‑asset and multi‑asset continuation vehicles, complex rollover mechanics, investor elections, and follow‑on funding structures. Our recent matters include a number of market-leading continuation fund transactions exceeding US$1 billion in value.

Alternative liquidity solutions

Advising on bespoke solutions to address fund maturity, concentration risk, alignment issues and capital requirements. This includes transactions involving partial liquidity, preferred equity or strip‑style arrangements, as well as tender offers, fund extensions and restructurings, and structures combining secondary sales with follow‑on or re‑investment capital.

LP-led portfolio transactions

Advising on the buy and sell-side of LP‑initiated secondary sales ranging from single‑interest disposals to large portfolio transactions, mosaic sales and the transfer of balance sheet assets to managed funds capitalised by third parties. Our experience includes complex, high‑volume transfers involving tight deadlines, multiple jurisdictions, regulated investors and detailed GP consent, transfer restriction and regulatory analysis.

Value-add

Breadth and depth of expertise

We provide advice across the full spectrum of secondaries, from LP‑led portfolio sales and GP‑led continuation funds to restructurings, tender offers and stapled transactions, giving us a 360-degree perspective and allowing us to tailor solutions to evolving market developments and client objectives.

Trusted by leading market participants

We are trusted by leading global sponsors, secondary investors and institutional LPs on complex secondaries transactions, acting on mandates that are strategically significant for clients’ portfolios, platforms and long‑term investment strategies.

Global, integrated execution

Our globally integrated Funds, Private Equity, Tax, Regulatory and Finance team comprises ~400 lawyers working seamlessly across 33 offices, enabling efficient execution of innovative and highly structured secondaries transactions worldwide.

Insights

'Decoding' The Secondary Market

We are seeing an unprecedented volume of activity in the secondary market, fuelled by record levels of fundraising by dedicated secondaries funds and an increasing desire by GPs and LPs to explore ever-evolving portfolio management solutions. The Clifford Chance Secondaries team 'decode' some secondary transaction structures.

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