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 Goldman Sachs and AlpInvest on their investment in the IQ-EQ continuation fund managed by Astorg, in a c.€1.3bn transaction.
  • Advising Glendower Capital in relation to its participation in the €700m continuation fund for DomusVi Group, sponsored by Intermediate Capital Group.
  • Advising AlpInvest Partners on a significant 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 UK mid-market GP on a continuation fund to undertake a transaction involving healthcare assets.
  • 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.
  • Advising 17Capital on its provision of portfolio finance to an Investcorp continuation fund.
  • Advising a leading alternative energy fund sponsor on a liquidity solution tender offer for its legacy institutional investors.
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 numerous 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.
  • Advising Glendower Capital on numerous transactions involving the acquisition of 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.
  • 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.

What people are saying

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"Sources say: “The team is highly experienced, knowledgeable and commercial."

Chambers UK 2022

"A vastly experienced and knowledgeable PE transactional team, ably supported by Macfarlanes’ tax and private funds practices. Transactional expertise is bolstered by a deep understanding of corporate governance matters. The team is mart, responsive and sensitive to client needs."

The UK Legal 500 2022

"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