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Secondaries & alternative liquidity solutions
Recently updatedThe secondaries market and alternative liquidity solutions are reshaping how investors and fund managers manage portfolio exposures and access capital. Arendt’s dedicated team advises general partners (GPs), limited partners (LPs), secondary buyers, fund sponsors and financing providers on the full spectrum of secondary transactions and liquidity-driven strategies in Luxembourg. From GP-led secondaries and continuation vehicles to LP portfolio sales, NAV financing and GP stake transactions, we provide integrated legal, regulatory and tax advice that takes into account the complexity of today’s alternatives market and is tailored to your specific needs.
The global secondaries market has experienced robust and sustained annual growth over the past decade, making it one of the most dynamic segments of private markets. Once a niche tool for distressed LP exits, secondaries have evolved into a mainstream strategy used by institutional investors, asset managers and private equity sponsors to manage liquidity, portfolio construction and fund lifecycle decisions — including across Europe and Luxembourg.
Limited partners face growing pressure to manage private markets exposure within tighter liquidity constraints, driven by macroeconomic volatility, shifting allocation targets and the prolonged holding periods of mature vintage funds. At the same time, general partners must respond to investor demand for liquidity events while continuing to manage assets with conviction. This tension is driving record demand for creative, legally robust structuring solutions, including LP-led secondary sales, GP-led restructurings, and continuation funds.
For transactions involving Luxembourg-domiciled funds, navigating the regulatory, tax and governance dimensions of a secondary transaction requires in-depth local expertise. Cross-border transactions involving EU fund structures increasingly intersect with evolving regulatory requirements, CSSF guidance, tax treaty considerations and complex multi-jurisdictional documentation.
How Arendt helps
GP-led secondary transactions
- Advising general partners on the design and execution of GP-led secondary processes, from early-stage structuring to closing
- Structuring and negotiating stapled transactions combining secondary transfers with new primary commitments
- Advising on conflict of interest management, LP consent processes and LPAC governance
- Drafting and negotiating all transaction documentation including transfer agreements, LPA amendments and side letters
Continuation vehicles (CVs) & single-asset secondaries
- Structuring continuation funds and single-asset continuation vehicles under Luxembourg law
- Advising on the transfer of assets from legacy funds into continuation vehicles, including regulatory pre-approval processes with the CSSF, if applicable
- Navigating AIFMD requirements applicable to continuation vehicles, including marketing passport considerations for new CV investors
- Managing LP consent and rollover mechanics, including opt-in/opt-out structures
- Tax structuring of asset transfers and investor economics within the continuation vehicle
LP-led secondary sales & portfolio transactions
- Advising secondary buyers and selling LPs on the acquisition and disposal of fund interests in Luxembourg-domiciled vehicles
- Drafting and negotiating purchase and sale agreements, representations and warranties, and indemnification packages
- Conducting legal and regulatory due diligence on fund interests, including regulatory status, transfer restrictions, side letter review and unfunded commitment analysis
- Advising on portfolio secondary sales involving multiple fund interests across different vintages and managers
NAV financing
- Advising fund sponsors and lenders on NAV-based credit facilities secured on the portfolio assets of a fund
- Reviewing and negotiating LPA amendment processes to accommodate NAV financing at the fund level
- Coordinating Luxembourg legal opinions and regulatory filing requirements in connection with fund-level financing
GP stake transactions
- Advising GP stake buyers and management company sellers on the acquisition and disposal of economic interests in alternative asset managers
- Structuring management company ownership transfers, including profit participation arrangements, tag-along/drag-along mechanics and governance frameworks
- Advising on regulatory change-of-control implications under Luxembourg and EU law, including notifications to or approvals from the CSSF
- Drafting shareholder agreements, management equity plans and associated documentation
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Our experts
Adrian Aldinger
Partner
Gregory C. Beltrame
Partner
Alexander Olliges
Partner
Błażej Gładysz-Lehmann
Partner
Jan Neugebauer
Partner
Lynn Alzin
Partner