Secondary transactions

Macfarlanes is at the forefront of the secondaries market. The firm has been active in this market for many years, representing buyers, sellers and GPs on a global basis.

We are experienced across the full spectrum of transactions, from traditional secondary sales, stapled secondaries and portfolio transactions to complex fund restructurings, team spin-outs and GP-led solutions (including tender offers, fund-to-fund transfers and bespoke continuation funds).

Macfarlanes’ expertise stems from its leading private equity M&A, investment funds, fund lending and tax practices.

We are also able to field experts to advise on areas such as anti-trust and employment for bespoke secondary transactions which involve significant asset transfers or team moves.

Recent work

GP-led solutions
  • Advising AlpInvest Partners on a number of continuation fund transactions.
  • Advising Glendower Capital on the c.€400m Lion Capital continuation fund for Picard and Authentic Brands Group.
  • Advising Lexington Partners on a large scale tender offer to investors in BC European Capital IX, with a total capital commitment of c.$1bn from Lexington Partners.
  • Advising Goldman Sachs on the acquisition of Hutton Collins’ interests in the Wagamama group, the Hunter Boots group and the Byron Burger group by a vehicle managed by Three Hills, in which Goldman Sachs invested.
  • Advising Lexington Partners on their investment into a new fund managed by Eurazeo and the acquisition of a portfolio of assets from Eurazeo as part of the establishment of the c.€2.5bn Eurazeo Capital IV investment program.
  • Advising Glendower Capital on the acquisition of a secondary stake in Liberty, the iconic London department store, from BlueGem.
  • Advising a private equity team from Lyceum Capital on its spinout to form Horizon Capital backed by investors including Pantheon and Idinvest Partners.
  • Advising an institutional family office on the transfer of its private equity and venture capital portfolio, including direct stakes, fund investments and co-investments across a range of international funds, into a new international holding structure.
Secondary acquisitions/portfolio transactions
  • Advising Lexington Partners on the acquisition of a portfolio of fund interests from West Midlands Pension Fund.
  • Advising AlpInvest Partners on acquisitions of various portfolios of fund interests.
  • Advising Hollyport Capital on its acquisition of over 200 LP interests from Pantheon entities.
  • Advising Keyhaven Capital on the sale of its interest in the Augur Group to funds advised by Apex and its partners.
  • Advising Glendower Capital on the acquisition of certain fund interests.
  • Advising a UK pension fund on the disposal of its private equity buyout portfolio to multiple secondary houses.
  • Advising EIF on its secondary disposal programme in relation to portfolios of private equity assets to institutional buyers.

What people are saying


"Their detailed drafting and commerciality is excellent,’ a client reports, adding: ‘They're a very trusted pair of hands and a pleasure to work with’."

Chambers UK 2020

"They're really flexible, cerebral and high quality. It's a broad offering and I enjoy working with them,’ another source says."

Chambers UK 2020

"The technical expertise of the lawyers (particularly at the senior end) is a real differentiating feature. The group offers high-quality legal advice and has a tenacious desire to combine legal know-how with the achievement of the client's commercial objectives’."

The UK Legal 500 2019