A (4:18)

I think this is a trend here to stay and one of the reasons is if you look at it from a first principles basis, what was going on before continuation vehicles in many ways is absurd. So you have this five year hold period, which to your point is arbitrary. Maybe it should be three years, maybe it should be 10 years. I interviewed Sam Zell's longtime partner Mark Soter and he talked about the first year you buy an asset and the last year are problematic. Last year you're dressing up the asset to sell. First year you're really trying to get a sense for management. So you kind of have these two dead years which why does that matter? Well, if you're holding it for five years, 40% of your time is spent either trying to get up to speed on opportunity or trying to dress up an opportunity. But perhaps most importantly, what's a little bit absurd about that is that the going practice is to build these assets, often cases actually turn them around, replace management, do all these painful things and then when you're done within five years sell it to your competitor. And that's just been the established practice versus a CV allows you to keep your winners and to continue compounding those winning assets with this asymmetric information where GPs are able to know what's exactly the company that they're buying.

B (5:40)

That's exactly why the market has accelerated as it has. And the solution the continuation vehicle market is looking to provide. There's obviously a lot of friction that happens when a company is sold and a board changes over and a management team is reintroduced to or introduced rather to new owners potentially replaced. There are a lot of private equity owned businesses that have established growth plans And a playbook that's really working, be it organic or inorganic trajectories. And continuation vehicles just allow sponsors to have more time and capital to prosecute those already working strategies.

A (6:26)

Last time we chatted you were very frank with me and told me some LPs like continuation vehicles, some dislike it. Most actually hold both opinions at once. They have this cognitive dissonance. Why do LPs like continuation vehicles and at the same time don't like those same vehicles?

B (6:45)

Continuation vehicles are a pretty steady source of liquidity. And not just liquidity, but cash liquidity for LPs. So about a little bit shy of 20% of all private equity distributions in 2025 are, are happening via continuation vehicle transactions. So check one for, for LPs who, who haven't seen a lot of liquidity. They also allow LPs to compound winners in their portfolio and keep that capital invested over time versus see one sponsor sell a company to another sponsor. And maybe in their exact same roster of managers. And quite often LPs are committing capital to secondary funds and continuation vehicle focused funds because they see them as a gateway to getting access to really high quality companies featuring superior transaction dynamics and alignment dynamics with both sponsors who are supporting the continuation vehicles as well as management teams at the portfolio companies underneath of them. Now there is some cognitive dissonance to your point because continuation vehicles have created a portfolio management consideration and motion, frankly, that didn't exist for many LPs 10 years ago. You know, if you were an LP with a hundred different line items in your primary fund roster 10 years ago, then you may see one continuation vehicle election in your entire roster of managers. Going back to the stat that I shared that continuation vehicles are representing 15 to 20% of all private equity exits, you're now looking at, you know, a dozen plus LP elections in, in your, in your portfolio.

A (8:43)

In many ways having LPs play a direct investing role. A lot of LPs are not set up to do direct deals now. They essentially are re underwriting it on direct basis. It's a different skill set almost.

B (8:55)

Yeah, no, that, that's right. I think that's where a lot of the consternation comes from for, for LPs is, is how do they handle that new, that new responsibility in their portfolios?

A (9:09)

LPs also, and I think rightfully so, have skepticism to say the least about these marks in these CV transactions. Abu Dhabi Investment Corporation went so much as to sue one of their managers because of that mark. How do LPs know that this is the Right pricing. What's their mechanism for ascertaining the true value of the asset?

B (9:33)

There are a few different ways that these continuation vehicles can be priced. The most common mechanism is for a sponsor to hire an advisor to run an auction process really focused on continuation vehicle investors that would bid for the asset and submit term sheets for a continuation vehicle opportunity. These are a host of both traditional secondary investors as well as a variety of new entrants that historically were not focused at all on continuation vehicle investments and are now raising dedicated strategies focused on the segment. So that's one of the ways that these transactions are priced is via this, this M and A like auction process. But instead of targeting financial sponsors and strategics, you're really focused on these continuation vehicle investors. The the other way is as part of a equity recapitalization of a business that is, that is led by another financial sponsor.

A (10:47)

The asset was worth a billion dollars at entry point. Let's say now another buyout firm wants to come in at a $5 billion valuation. But the GPS from that fund that invests at a billion dollars want to essentially co invest or co manage with that 5 billion.

C (11:02)

Is that what you're talking about?

B (11:03)

Yeah, that's right. So at the, at the larger sizing end of the spectrum, the 5 to 10 to 15 to $20 billion TEV companies that are private equity owned, quite frequently you'll see two, three different private equity firms as well as large institutional investors become direct owners companies. So company went from a billion dollars to $5 billion owned by the same sponsor. Now that sponsor has a lot of equity to be parted with. As it's thinking about an exit, it may bring in another sponsor for a billion dollars at that $5 billion valuation, leaving quite a lot of unrealized value that they continue to hold. The continuation vehicle in that instance could be used to monetize that residual stub that they weren't able to get liquidity on at that $5 billion valuation. That's maybe about a quarter of the continuation vehicle market. Again, the vast majority of these transactions are being priced by auctions targeting CV investors.

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A (13:52)

What are those best practices that you like to see in a deal that aligns everybody in a good opportunity for a continuation vehicle investment?

B (14:02)

Yeah, continuation vehicles are really predicated on a rollover option for LPs, a flexible rollover option for LPs. This is a great option for LPs to either take liquidity or to continue to compound a position that already exists and is performing quite nicely. And LPs need to feel like it's truly an option for them to be able to do exactly just that. So that rollover option is a particularly important leg of the stool for these transactions, full stop.

A (14:43)

Do you have LPs that are rolling some and taking some chips off the table or. Yeah, that's kind of a best practice.

B (14:51)

Typically we see LPs either take full liquidity or or roll over their entire position in a CV. But you know, you'll have a host of LPs that go in either direction. And you do have a bunch of LPs that also say, gosh, I'd love to take my cost basis back, but I can probably roll the the rest.

A (15:11)

What are you looking for as a banker on these deals? What's the most attractive type of deal and why?

B (15:18)

I'll answer that question two different ways, one of which being the just general profile of the company that is in consideration. There's a really broad level of interest for own continuation vehicle investors for mid market companies that in the call it 25 to $250 million of of EBITDA zip code that have reoccurring revenues predictable future cash flows inorganic inorganic growth vectors be it a bolt on M and a strategy or a cross selling strategy where they can build market share or build build products to be sold to their existing customers. Those those are the profiles of companies that that we really really love to to bring to market and continue and absolutely resonate with continuation vehicle investors. In terms of general transaction. We obviously prefer to work with sponsors that are are willing to to eat their own cooking and roll the vast majority of their crystallized interest into the continuation vehicle. That alignment is is one of the the reasons that the the continuation vehicle market market exists frankly and operates as as seamlessly as it does.

A (16:47)

In that same vein, if you're advising LPs kind of three check the box preliminary questions on whether they should double click on a CV in their own portfolio or otherwise. What are those like three questions you should ask how did you get Here

B (17:04)

is a great dating initial question for LPs background of the investment? How did it perform? What were the specific layers of growth that it benefited from? How you thought about monetization up until this point? What strategic alternatives did you consider for the company before deciding that you wanted to attempt a continuation vehicle transaction? The continuation vehicle market is in a dustbin for companies that cannot be sold. Is the growth trajectory of the business that has been executed so far, does that have legs to continue over another five year holding period? As illustrated, has the company reached a scale where M and A is no longer adding to the bottom line or the wallet share for customers cannot be further maximized? So figuring out whether or not there's a disconnect between the last five years and the future five years is another important element.

A (18:14)

Said another way is this an asset that essentially has run its course is you have the GPS that are rolling their equity. You have the legacy LPs in that fund that oftentimes rolls for the rest of the continuation vehicle. Who's gobbling up these opportunities today 2026

B (18:33)

the vast majority of the capital going into the CVS right now represent institutional investors who obviously represent LPs, traditional limited partners investing in private equity, private credit, real assets and there's a host of established large players in that category between collar capital, alpinvest, harpervest, Neuberger Berman and there are also a host as I referenced a little while ago, a host of new entrants who are really focused on single asset continuation vehicles. And some of those are particularly focused on different sectors such as software and tech enabled services businesses. And some of them are profiling more like large cap buyout funds that see continuation vehicles as an extension of established power rallies. There's also a host of I would say the largest global capital allocators that are profiling as LPs kind of powering the private equity ecosystem. So the large U.S. pensions, the Canadian pensions, the Maple 8, the Middle Eastern and East Asian sovereigns that you're seeing as frequent LPs and direct investors and companies, those groups are responsible for a lot of the demand for continuation.

A (20:06)

It kind of solves their problems of how do we deploy a lot of capital per transaction and not be adversely selected. Because you have the GP is underwriting. You have existing LPs rolling but yet these deals are enormous.

B (20:18)

One 1000% for for those LPs that are very keen on co investment opportunities with their their sponsor partners, continuation vehicles are are just another way to to go about exactly that and buy buy companies really in partnership with their existing relationships.

A (20:37)

It's so interesting that Jeffries has this within the secondaries group. Not everybody has it that way but it also solves kind of this J Curve issue. And there's a big trend in the alternatives world in general people want to see non blind pool opportunities. People don't want to be in these long firms they long term funds. They want to invest in opportunities that have maybe a three to seven year window versus a ten plus plus two three year window as well. So it also fits into this interesting trend of direct opportunities, non blind pool opportunities, shorter hold times reduced.

B (21:11)

Jacob, you could, you could make the argument that continuation vehicles are in bringing assets closer and funded identifiable opportunities closer to LPs versus the more nebulous blind pool fund opportunities from 10 or 20 years ago.

A (21:34)

I'm going to put you on the spot with kind of on the buyout side. There's a lot of top down research, a lot of underwriting. You mentioned this operational plan but you also work on venture. Are these opportunities being done in the OpenAI's anthropic stripe of the world as well? And if so how do those deals differ from a traditional buyout?

B (22:01)

The answer is yes, they are being done in that cohort of, you know, pre ipo. Pre IPO name. And the rationale for venture capital and growth managers considering a continuation vehicle is usually a bit distinct from a buyout sponsor. Thinking about a single asset Continuation vehicle. And I say that because the for a venture capital manager that is is has been managing an older fund for the last five years. You know, the IPO window has just not been available the same way it has in over the last five years up until recently as it was, you know, taking another step back five years before that. So venture capital managers are really thinking about this as a, as a simple lever to pull to create cash distributions for a portfolio in an older vintage fund frankly. And those portfolios are now frequently seeing large exposures to these names that have remained private for a much longer period of time. And they're there because they're not public equity positions yet. So the continuation vehicle in that instance is really solving for, you know, enhancing dpi, creating distributions for, for that manager.

A (23:32)

Is this also a way for LPs and GPs to date each other on a deal versus a fund very expensive date, $500 million. But it's at least it's not a. I guess a blind date would be the equivalent where you're actually it's around an asset. Have you seen that and do those turn into fund commitments and fund relationships

C (23:51)

both on the GPLP side or is

A (23:53)

it strictly we like this asset and we'll part ways after this asset?

B (23:58)

Certainly resonance with that concept. In the same way that LPs consider co investment opportunities as they're considering new manager relationships because continuation vehicles, unlike co investments, it really gives you a window into how the sponsor has thought about growing a business and originating that original investment and partnering with management and what has worked for them in that instance and how they think about the forward prospects of, of the business. So we frequently see managers end up building these longer term LP relationships by bringing in by considering continuation vehicles rather

A (24:41)

than, you know, it's that old joke. The best way to diligence a manager is to be an investor.

B (24:46)

1 100%.

A (24:48)

I'm not going to ask you to tell me what you did with the money, but what's the biggest deal you've done to date?

B (24:55)

I've had the privilege to work on several of the first billion dollar plus continuation vehicles when the market was making that transition from a solution to a problem to a portfolio management tool. And a really nice thing to have. And there have been quite a few billion dollar continuation vehicles since then.

A (25:16)

Well, it's great to hear. Dinner will be on you next time but in all seriousness, thanks for creating this masterclass on continuation vehicles. Looking forward to continuing us live.

B (25:26)

Yeah, thank you. Really appreciate you having me. And obviously the double click on the category. I'm sure you'll hear a lot more about continuation vehicles over the next couple of years.

C (25:37)

That's it for today's episode of How I Invest. If this conversation gave you new insights or ideas, do me a quick favor. Share with one person in your network who'd find it valuable or leave a short review wherever you listen. This helps more investors discover the show and keeps us bringing you these conversations week after week. Thank you for your continued support.