What Are Secondaries?

By 

September 3, 2025

Key Takeaways

  • Secondaries can provide liquidity for existing investors and new access points for buyers into seasoned private market assets.
  • Secondaries are increasingly used by GPs as a tool to actively manage and rebalance portfolios.
  • Secondaries can provide a mitigated J-curve, limit blind pool risk and offer a faster return of capital.
  • The private secondaries market has grown quickly and should follow the path of primary private markets capital formation.

 

Private markets secondary funds—known as “secondaries”—help enable the buying and selling of pre-existing stakes in private market funds. These transactions can be initiated by investors (LP-led) or asset managers (GP-led) and may involve direct or brokered deals. For buyers, secondaries offer access to more mature investments and the potential for faster returns.

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How Secondaries Work

Growth in the secondaries market is a natural evolution of the growth in primary private market assets. Secondaries transactions provide liquidity for investors and allow asset managers to tactically rebalance their portfolios. Secondaries funds are dedicated investment funds that purchase these pre-existing commitments from limited partners (LPs) seeking to exit primary private equity funds before they are fully liquidated

Secondaries are characterized through two main transaction types:

  • LP-led transactions (limited partner): The most traditional type of secondary has been the LP-led transaction, where an LP in a fund seeks an early exit and sells its interests. Buyers are typically other existing LPs in the fund, new investors, or dedicated secondary funds.
  • GP-led transactions (general partner):These transactions involve a GP transferring a single or a few companies to a new investment fund (a continuation fund). In a GP-led transaction, the current LPs of the original fund are given the option to cash out or roll over their interests into a new vehicle, which typically also admits new LPs. This effectively extends the timeline the GP owns the interests, allowing more time for asset appreciation.

 

These transactions can be complex and involve different vehicles including continuation funds, dedicated secondaries funds or fund-to-fund transfers.

 

Benefits of Secondary Funds

  • Quicker Returns & J-Curve Mitigation: Secondary strategies deploy capital faster and distributions typically begin quickly, mitigating the private market J-curve.
  • Discounted Pricing: Secondary stakes often trade at a discount to net asset value (NAV) offering potential upside.
  • Greater Diversification: Investors can gain exposure across multiple funds, vintages, sectors, geographies, and managers.
  • Reduced Blind Pool Risk: Buyers know the fund’s underlying assets ahead of investment, allowing for more informed decisions.

Implementation Insight: A secondary fund can deploy capital faster and offer access to more mature assets and faster distribution ideal for shorter investment horizons.

 

Key Risk Considerations

  • Liquidity & Market Conditions: Secondaries may still be less liquid than the public markets where deal activity can be influenced by broader capital market trends.
  • Pricing Dynamics: The ability to exit private markets investments early has historically come at a price to sellers as secondary fund managers aim to buy pre-existing interests in funds at a discount to their net asset value (NAV). Discounts may not always exist.
  • Continuation Fund Complexity: GP-led continuation deals may involve conflicts of interest or be used to prolong underperforming assets. Close due diligence is essential.

Implementation Insight: Not all discounts are created equal—some reflect opportunity, others can signal stress in the market. Understanding the underlying assets is key.

 

Secondaries: Myth vs. Fact

Myth Fact
Secondaries always trade at a real discount The ability to access private market exposure at a discount is a benefit to buyers. It’s important to note that discounts may not always exist and vary by asset class.
Secondary investing lacks transparency Buyers can gain more visibility into the portfolio or individual investment—in contrast to blind pool risk of a primary fund.
Only LPs sell secondaries GP-led continuation and recapitalization deals are common as portfolio rebalancing tools.

 


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