Secondaries · Continuation Vehicles

The 10-Day Election: An LP's Guide to Continuation Vehicle Decisions

A rapid re-underwriting framework for roll, sell and mixed elections when information, conflicts and internal time are constrained.

The 10-Day Election: An LP's Guide to Continuation Vehicle Decisions
Quick answer

Whether an existing limited partner should sell, roll or split its interest after comparing price, asset quality, governance, conflicts, concentration, liquidity and new vehicle economics. The paper provides an evidence map, scenario framework and approval gate for the decision.

Abstract

Background. A rapid re-underwriting framework for roll, sell and mixed elections when information, conflicts and internal time are constrained.

Objective. This paper addresses whether an existing limited partner should sell, roll or split its interest after comparing price, asset quality, governance, conflicts, concentration, liquidity and new vehicle economics.

Approach. The analysis uses current primary and authoritative sources, transaction evidence and clearly identified hypothetical modelling assumptions.

Findings. A controlled decision record links economics, structure, risk, evidence, authority and downside funding.

Implications. The framework helps professional readers prepare, challenge and approve a transaction-specific conclusion.

JEL Classification: G11, G23, G24, G31, G32, G34

Keywords: Secondaries · Continuation Vehicles, cash price, roll value, net asset value reference, new fee load, full sale, full roll, partial roll

This Matchpoint Insight presents the web edition of Matchpoint Partners' research. The supporting paper contains the full framework, structures, worked examples and source material.

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The decision and its evidence boundary

The decision is whether an existing limited partner should sell, roll or split its interest after comparing price, asset quality, governance, conflicts, concentration, liquidity and new vehicle economics. The work begins with a dated perimeter, named decision authority and one controlled record. That record links transaction rationale, the launch milestone and the cash price measure. Each item carries a source, owner, date, status and exception. This structure lets the committee distinguish evidence that already exists from a management target or a hypothetical modelling assumption.

Compressed Review is the principal focus on this page. Its effect can appear through timing, liquidity, control, value or enforceability. The review should test the full sale route against at least the sell at offered price case and record the sensitivity of cash price. A reader should be able to reproduce the conclusion from the cited documents and the disclosed assumptions without relying on an unsupported market benchmark.

The control response assigns preparation, challenge and approval to different people across existing limited partner, general partner, continuation vehicle. Open items remain in an exception register with a deadline and consequence. A financing or investment recommendation is released after the relevant evidence is complete, the downside case is funded, and the legal, regulatory, tax, accounting and technical questions have been reviewed by qualified advisers where applicable.

Figure 1. Structured decision view; categories are topic-specific and values require current transaction evidence.
Figure 1. Structured decision view; categories are topic-specific and values require current transaction evidence. Open full-size figure

Economics, structure and value transfer

The decision is whether an existing limited partner should sell, roll or split its interest after comparing price, asset quality, governance, conflicts, concentration, liquidity and new vehicle economics. The work begins with a dated perimeter, named decision authority and one controlled record. That record links conflict disclosures, the closing milestone and the concentration measure. Each item carries a source, owner, date, status and exception. This structure lets the committee distinguish evidence that already exists from a management target or a hypothetical modelling assumption.

Information Asymmetry is the principal focus on this page. Its effect can appear through timing, liquidity, control, value or enforceability. The review should test the fund-level rollover route against at least the sell at offered price case and record the sensitivity of concentration. A reader should be able to reproduce the conclusion from the cited documents and the disclosed assumptions without relying on an unsupported market benchmark.

The control response assigns preparation, challenge and approval to different people across LP advisory committee, transaction adviser, existing limited partner. Open items remain in an exception register with a deadline and consequence. A financing or investment recommendation is released after the relevant evidence is complete, the downside case is funded, and the legal, regulatory, tax, accounting and technical questions have been reviewed by qualified advisers where applicable.

Figure 3. Structured decision view; categories are topic-specific and values require current transaction evidence.
Figure 3. Structured decision view; categories are topic-specific and values require current transaction evidence. Open full-size figure

Risks, controls and downside funding

The decision is whether an existing limited partner should sell, roll or split its interest after comparing price, asset quality, governance, conflicts, concentration, liquidity and new vehicle economics. The work begins with a dated perimeter, named decision authority and one controlled record. That record links transaction rationale, the LPAC review milestone and the cash price measure. Each item carries a source, owner, date, status and exception. This structure lets the committee distinguish evidence that already exists from a management target or a hypothetical modelling assumption.

Compressed Review is the principal focus on this page. Its effect can appear through timing, liquidity, control, value or enforceability. The review should test the partial roll route against at least the sell at offered price case and record the sensitivity of cash price. A reader should be able to reproduce the conclusion from the cited documents and the disclosed assumptions without relying on an unsupported market benchmark.

The control response assigns preparation, challenge and approval to different people across continuation vehicle, lead secondary buyer, LP advisory committee. Open items remain in an exception register with a deadline and consequence. A financing or investment recommendation is released after the relevant evidence is complete, the downside case is funded, and the legal, regulatory, tax, accounting and technical questions have been reviewed by qualified advisers where applicable.

Figure 4. Structured decision view; categories are topic-specific and values require current transaction evidence.
Figure 4. Structured decision view; categories are topic-specific and values require current transaction evidence. Open full-size figure
Figure 6. Structured decision view; categories are topic-specific and values require current transaction evidence.
Figure 6. Structured decision view; categories are topic-specific and values require current transaction evidence. Open full-size figure

Documents, milestones and approval gates

The decision is whether an existing limited partner should sell, roll or split its interest after comparing price, asset quality, governance, conflicts, concentration, liquidity and new vehicle economics. The work begins with a dated perimeter, named decision authority and one controlled record. That record links transaction rationale, the closing milestone and the cash price measure. Each item carries a source, owner, date, status and exception. This structure lets the committee distinguish evidence that already exists from a management target or a hypothetical modelling assumption.

Compressed Review is the principal focus on this page. Its effect can appear through timing, liquidity, control, value or enforceability. The review should test the fund-level rollover route against at least the sell at offered price case and record the sensitivity of cash price. A reader should be able to reproduce the conclusion from the cited documents and the disclosed assumptions without relying on an unsupported market benchmark.

The control response assigns preparation, challenge and approval to different people across LP advisory committee, transaction adviser, existing limited partner. Open items remain in an exception register with a deadline and consequence. A financing or investment recommendation is released after the relevant evidence is complete, the downside case is funded, and the legal, regulatory, tax, accounting and technical questions have been reviewed by qualified advisers where applicable.

Figure 7. Structured decision view; categories are topic-specific and values require current transaction evidence.
Figure 7. Structured decision view; categories are topic-specific and values require current transaction evidence. Open full-size figure

Implementation and monitoring

The decision is whether an existing limited partner should sell, roll or split its interest after comparing price, asset quality, governance, conflicts, concentration, liquidity and new vehicle economics. The work begins with a dated perimeter, named decision authority and one controlled record. That record links bid history, the data access milestone and the roll value measure. Each item carries a source, owner, date, status and exception. This structure lets the committee distinguish evidence that already exists from a management target or a hypothetical modelling assumption.

Conflicted Valuation is the principal focus on this page. Its effect can appear through timing, liquidity, control, value or enforceability. The review should test the full roll route against at least the roll with base case case and record the sensitivity of roll value. A reader should be able to reproduce the conclusion from the cited documents and the disclosed assumptions without relying on an unsupported market benchmark.

The control response assigns preparation, challenge and approval to different people across general partner, continuation vehicle, lead secondary buyer. Open items remain in an exception register with a deadline and consequence. A financing or investment recommendation is released after the relevant evidence is complete, the downside case is funded, and the legal, regulatory, tax, accounting and technical questions have been reviewed by qualified advisers where applicable.

Figure 9. Structured decision view; categories are topic-specific and values require current transaction evidence.
Figure 9. Structured decision view; categories are topic-specific and values require current transaction evidence. Open full-size figure
Questions, answered

The 10-Day Election: frequently asked questions

Whether an existing limited partner should sell, roll or split its interest after comparing price, asset quality, governance, conflicts, concentration, liquidity and new vehicle economics.

The starting evidence includes transaction rationale, bid history, valuation materials, new fund terms. Each item should carry a source, date, owner and status.

Scenario values are hypothetical modelling assumptions. They illustrate sensitivity and decision logic; current transaction evidence determines the actual result.

The initial risk set includes compressed review, conflicted valuation, asset concentration, reset economics. The committee should add transaction-specific legal, tax, accounting and technical risks.

The approval record should identify the decision, authority, evidence, assumptions, conflicts, downside case, open conditions and monitoring owner.

This research is connected to Matchpoint Partners' mapped service for Secondaries · Continuation Vehicles.

This publication is general information for professional audiences. It is not investment, legal or tax advice, and it is not an offer or solicitation. Readers should verify current legal, regulatory and tax requirements with qualified advisers.

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