GP Best Practices in Continuation Vehicle Transaction Execution

MILWAUKEE/LONDON – June 26, 2024 - Baird, a leading global investment bank, recently partnered with H/Advisors Cicero to gather the views and opinions from general partners (GPs), limited partners (LPs) and secondary investors (buyers) regarding their experiences with and views around continuation vehicle (CV) transactions. The resulting report shows that all three constituent groups increasingly understand the benefits of CVs, and that the keys to success in this developing market are in navigating the nuanced objectives of these constituencies.

The report’s key findings were:

• Importance of a Compelling Rationale – GPs should articulate a clear rationale for pursuing a continuation vehicle (CV) transaction, substantiated by a competitive, advisor-driven secondary auction process.
• Ensuring Full Alignment Across Three Constituent Groups – GPs should establish measures solidifying alignment of interests among all constituent groups to enhance the probability of a CV’s success.
• Effective Communication with LPs – Clear communication among various parties must remain a high priority for GPs throughout the CV process.
• Emphasizing Optionality for LPs– Where possible, a status quo option should be provided to LPs with informed structuring advice from counsel and an experienced transaction advisor.
• Variety of Views on Establishing a Fair Transfer Valuation –GPs should enter CV process aware of market perspectives on best practices for determining a fair transfer valuation.
• Effective Resource and Process Management–GPs can effectively manage GP-led process timelines by identifying and aligning internal resources upfront, partnering with a credible secondary counterparty with a history of efficient execution and selecting an advisor with comprehensive capabilities.
• Appropriate CV Frequency and Expected Single vs. Multi-asset Preferences– GPs should consider the frequency of their use of CV in light of our discussions with constituent groups as well as our analysis of the market’s long-term potential.

Baird’s GP-led Market Outlook:

• GP-led secondary market positioned for continued momentum on the heels of a stable macroeconomic conditions, record levels of unrealized private equity value, substantial secondary investor dry powder, and critical mass adoption of CV technology by sponsors.
• Transaction volume expected to reach $60 - $65 billion in 2024, representing high-teens YoY growth.
• Growth fueled by proliferation of sub-$1 billion CV transactions, which in 2023 comprised ~60% of CV volume, up from 39% in 2022 and 42% in 2021.
• Baird expects GP-led transaction volume to reach $175 billion by 2030.

Brian Doyal, Co-Head Baird Global Investment Banking, commented:

While the CV market has matured in recent years, it is only a few chapters into its powerful growth story. Despite a history of rapid development in CVs, the asset class is still underpenetrated relative to broader M&A. Some GPs have done a handful of CVs, but most remain on a steep learning curve with minimal experience with this type of transaction technology. This report, led by our GP Solutions Group, highlights the most pertinent themes and best practices for execution of CV transactions.

Jeremy Duskin, Co-Head GP Solutions Group, Baird Global Investment Banking, shared:

We continue to believe we are in the early stages of a powerful long-term growth trend for CV technology as adoption proliferates among the underpenetrated middle market sponsor universe. Whether you are a repeat CV sponsor or a sponsor considering their first CV, the market research and analysis in this report are designed to provide a blueprint for how to successfully and programmatically execute a transaction that delivers positive results and a seamless experience for all constituencies.

Jeremy Duskin, Co-Head GP Solutions Group, Baird Global Investment Banking

To see the full report’s contents, click here or reach out to one of the media contacts listed below.

Notes to Editors | Methodology and Acknowledgements

To capture more comprehensive insights on the maturing but still relatively new continuation vehicle (CV) market, Baird commissioned H-Advisors Cicero to undertake detailed interviews with 60 GPs, LPs and buyers regarding their experiences with and perceptions around CV deals. This report reflects the analysis of the feedback collected, which yielded common themes and best practices related to executing secondary transactions.

About Baird Global Investment Banking

Baird is a leading global investment bank with more than 500 banking professionals across the world. We provide corporations, entrepreneurs, private equity and other financial sponsors with in-depth market knowledge and a broad range of advisory and financing solutions. Since 2019, Baird has completed nearly 740 advisory transactions, representing $337 billion in transaction value, and 382 financings, raising nearly $180 billion.

About Baird

Putting clients first since 1919, Baird is an employee-owned, international wealth management, asset management, investment banking/capital markets and private equity firm with offices in the United States, Europe and Asia. Baird has approximately 5,100 associates serving the needs of individual, corporate, institutional and municipal clients and more than $430 billion in client assets as of December 31, 2023. Committed to being a great workplace, Baird ranked No. 34 on the 2024 Fortune 100 Best Companies to Work For^® list – its 21^st consecutive year on the list. Baird is the marketing name of Baird Financial Group. Baird’s principal operating subsidiaries are Robert W. Baird & Co. Incorporated and Baird Trust Company in the United States and Robert W. Baird Group Ltd. in Europe. Baird also has an operating subsidiary in Asia supporting Baird’s investment banking and private equity operations. For more information, please visit Baird’s website at www.rwbaird.com.

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