Secondaries divide into two parts. The first and best known simply purchase positions, one at a time, from people who want out early. The second are what’s known as “Continuation Vehicles.” Here’s how CVs work today. Say a PE firm has held Company X in its portfolio for a long time, and it’s done well, but some of the original investors have waited long enough, and want to cash out. The sponsor and most of the investors see a lot more value in holding and improving Company X and want to stay. So the sponsor recruits a new group to replace those who want to go. The concept has clicked big time. CVs are one of the fastest growing segments in financial services. The industry’s grown ten-fold over the past decade to $100 billion, and represents around one-fifth of all PE exits. So far, the model’s mostly been deployed in equity, but it work in credit as well. As in equities, a credit CV that purchases part of the shares in a private credit fund from those desiring to leave establishes a new separate fund, comprising the new buyout investors, that’s still managed by the PE firm that raised and ran the original pool.
Let’s look at the actual proposed rules in this consultation document, because it is an absolute masterclass in structural market manipulation.
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