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

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"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

"The depth and breadth of experience within the wider private equity practice ensures partners have deep market knowledge, and senior team members are prepared to form an opinion and state it (something which is not always the case with other service providers)’."

The UK Legal 500 2019

"A source says: 'I'm always impressed with how they translate their technical knowledge into a sensible, commercial solution'."

Chambers UK 2018

"What they do with considerable skill is harness multiple disciplines within the firm - the pensions, property, environmental and regulatory teams all float in and out of the projects on a seamless basis."

Chambers UK 2017