Secondary transactions

Macfarlanes is one of a handful of law firms at the forefront of developments in the secondaries market. We have leading practices in private equity M&A, investment funds, fund lending and tax. All of those disciplines are required on the more complicated fund restructurings and liquidity solutions which have contributed to the recent evolution of the secondaries market.

We have acted for many years on the sale and purchase of large portfolios of interests in almost every type of fund – both open-ended and closed, private equity, hedge, debt and many other alternative assets.

We have acted on some of the largest of the more recent liquidity solution transactions advising buyers, sellers and GPs. We have structured those transactions to cater for different sources of finance through partnerships or corporate vehicles, tailored for the different tax profiles of individual investors or for individual investors’ varying appetites for gearing.

We have also advised on transactions involving tender offers to investors in multiples jurisdictions, each subject to a local regulatory regime, and have advised on stapled financing commitments supporting current or new GP led fundraisings as part of a wider secondary solution.

Recent work

Lexington Partners

Advising Lexington Partners on the closing of a large scale tender offer to investors in BC European Capital IX LP, the deal representing a total capital commitment of approximately $1bn from Lexington.

AlpInvest

Advising AlpInvest on a number of secondary investments including acquisitions of new LP interests and stapled secondary transactions. Most recently we have advised them in relation to their provision of new capital to a fund established by Investindustrial to acquire a portfolio of assets with a value of c.€700m from Investindustrial’s Fund IV.

Deutsche Bank

Advising Deutsche Bank on the acquisition of secondary interests in and a stapled primary commitment to Zurmont Madison.

Partners Group

Advising Partners Group, a limited partner (and investor) in the acquisition of Standard Chartered Private Equity’s divested portfolio in the Far East, Middle East and Africa.

Goldman Sachs and Deutsche Bank

Advising Goldman Sachs and Deutsche Bank on the purchase of interests held by National Bank of Greece S.A. and its affiliates in private equity, venture capital and East European real estate for a consideration of €288m. The transaction related to 43 assets in total.

Adams Street Partners

Advising Adams Street Partners, Goldman Sachs, Morgan Stanley, PGGM and Five Arrows, in relation to their acquisition of stakes in two Palamon funds from a number of existing limited partners and their stapled primary commitment to Palamon European Equity IV.