Secondaries – Liquidity Solutions

Our Scandinavian footprint, with offices in Oslo, Copenhagen, Stockholm, and London, gives us a uniquely comprehensive understanding of the Nordic alternatives market, enabling us to advise on the most complex and innovative liquidity structures - providing clients with a true Scandinavian one-stop-shop.

• LP-led Secondary Transactions: We advise both sellers and buyers in traditional LP portfolio sales and transfers, including single-asset and multi-asset LP stake transactions. Our team manages all aspects of the process - from structuring and negotiation of purchase and sale agreements to regulatory filings and consent processes. Our aim is always to assist securing an efficient transaction process and on optimal terms.

   

• GP-led Secondary Transactions: We are at the forefront of the rapidly growing GP-led secondary market, advising GPs, lead investors and rollover LPs on all forms of GP-led restructurings, including:
  
  - Continuation fund formations and single-asset and multi-asset continuation vehicles
  - Fund restructurings and portfolio transfers
  - Preferred equity and NAV-based financing structures
  - Tender offers and LP liquidity programmes
   

We guide GPs through the full transaction lifecycle, including fairness opinion processes, LPAC approval mechanics, conflicts management and regulatory considerations.
 

• Tender Offers and Stapled Transactions: We advise on structured liquidity programmes, including tender offers for LP interests and stapled secondary transactions where secondary capital is raised alongside new primary commitments. Our experience in both fund formation and secondary transactions enables us to structure these complex, multi-party processes seamlessly.

   

• Secondary Fund Formation: We advise secondary fund managers on the formation and structuring of dedicated secondary funds, including traditional secondary funds, GP-led focused vehicles, hybrid funds and co-investment vehicles. We assist with all aspects of fund formation, investor negotiations, side letter arrangements and regulatory approvals.

   

• NAV Financing and Preferred Equity: We advise on the full range of fund-level liquidity and financing solutions, including NAV-based lending facilities, preferred equity transactions and hybrid structures. As these instruments have become an increasingly important tool for both GPs seeking portfolio-level liquidity and LPs seeking interim distributions, our team is well-placed to advise on structuring, documentation and regulatory implications.

   

• Regulatory and Compliance: Secondary transactions and liquidity solutions are subject to a growing and evolving regulatory framework. Our financial regulatory team works hand-in-hand with our secondaries specialists to advise on AIFMD and AIFMD II implications, transfer restrictions and regulatory consent requirements, AML/KYC obligations, cross-border considerations and applicable notification and reporting requirements across Nordic and European jurisdictions.

   

• Tax Structuring: We advise on the tax aspects of secondary transactions and liquidity solutions, including the structuring of continuation vehicles, carried interest taxation, transfer pricing considerations and tax implications for Nordic and international investors.