ARTICLE
2 December 2025

GP-Led Secondaries And Continuation Vehicles Boost DPI And LP Liquidity Amid Fundraising Headwinds

D
Dechert

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Dechert is a global law firm that advises asset managers, financial institutions and corporations on issues critical to managing their business and their capital – from high-stakes litigation to complex transactions and regulatory matters. We answer questions that seem unsolvable, develop deal structures that are new to the market and protect clients' rights in extreme situations. Our nearly 1,000 lawyers across 19 offices globally focus on the financial services, private equity, private credit, real estate, life sciences and technology sectors.
The GP-led secondary, in which a GP transfers one or more assets from an existing fund into a new vehicle, giving incumbent LPs the option to roll their stakes into the new vehicle or take cash, has become one of the most-used alternative liquidity routes utilized by GPs.
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Key Takeaways

  • 46% of respondents are utilizing GP-led secondaries or continuation vehicles (CVs) to facilitate distributions to existing LPs and mitigate potential fundraising challenges in the absence of traditional asset selloffs – almost double the number of respondents in last year's survey.
  • Adoption is set to accelerate: APAC (55%), North America (51%) and EMEA (43%) plan more GP-led activity in the next 24 months; EMEA is currently less reliant (31% cite these tools) and more inclined toward debt solutions.

The GP-led secondary, in which a GP transfers one or more assets from an existing fund into a new vehicle, giving incumbent LPs the option to roll their stakes into the new vehicle or take cash, has become one of the most-used alternative liquidity routes utilized by GPs. Jefferies' Global Secondary Market Review noted that GP-led deals climbing to a record high of US$47 billion through the first half of 2025.

GP-led secondaries and CVs facilitate actual cash returns that boost DPI without having to sell the underlying portfolio company asset, which is why managers are turning to CVs when there is not a robust M&A market.

The 2026 Global Private Equity Outlook survey shows that 46% of respondents are utilizing GP-led secondaries or CVs to navigate current fundraising challenges by expediting distributions to LPs – almost double the number of respondents from last year.

The survey findings signal further growth in the GP-led secondary space across all jurisdictions in the next two years.

More than half (55%) of APAC respondents and 51% of North American respondents are planning to increase dealmaking using GP-led secondaries in the next 24 months, compared to just 10% and 22% planning the same one year ago. In EMEA, 43% of respondents are planning to increase dealmaking using GP-led secondaries in the next 24 months compared to 14% in 2024.

When asked about strategies firms are employing to navigate current fundraising challenges, only 31% of EMEA respondents cited GP-led secondaries and continuation vehicles (CVs), versus 60% in APAC and 51% in North America. This suggests that EMEA managers could make greater use of debt financing, rather than CVs, to support portfolio companies and manage fundraising bottlenecks.

For those planning to increase dealmaking using GP-led secondaries in the next 24 months, the most common drivers are the prospects of lucrative opportunities for GPs (61%), greater liquidity demand (47%) and flexible holding periods for portfolio companies (41%).

The survey also shows that securing a stapled commitment to a new fund is becoming a more common motivator for doing GP-led secondaries, with 37% of respondents citing this as a driver, compared to 24% one year ago.

Close to three-quarters (71%) of the respondents who completed a GP-led secondary transaction in the previous 12 months constructed a deal that included a concentrated group of between two to five portfolio companies.

Almost two-thirds (63%) of respondents say that if they were to consider a GP-led secondary transaction, it would likely involve two to five portfolio companies.

This reflects the growing sophistication of the GP-led market, with the industry becoming comfortable with the execution of both concentrated single-asset deals and more complex, multi-asset GP-led transactions.

Sustaining the growth and credibility of the GP-led secondary market will require GPs to be transparent and ensure that incumbent LPs who choose to take liquidity receive fair value.

"In a GP-led deal, especially if it is a single-asset transaction, it is a must that you run some kind of sales process. There has to be some kind of market test of value. You can't afford to rush or take LPs for granted. You have to give them time and information to make a decision. The GP also has to have skin in the game, and the structure has to be prudent and not over-leveraged. LPs have to feel that the cash option and the option to continue to invest are both fair."
Markus Bolsinger, co-head of Dechert's private equity practice

The preceding article is an excerpt from the 2026 Global Private Equity Outlook report, an annual publication that uses qualitative and quantitative findings to look at current PE industry trends and views on where the market is heading in 2026.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

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