S基金专题丨海外私募股权二级市场观察（二）：2024年接续篇

Core Insights - The article discusses the evolution of the secondary market for overseas private equity, highlighting the significant recovery in 2024 with S transactions exceeding $162 billion, driven by a dual-track trading pattern led by LPs and GPs [1] - The emergence of continuation funds as a mainstream model for GP-led transactions, achieving a historical peak of $70 billion in transaction volume, is reshaping the exit ecosystem [1][2] - The article emphasizes the structural advantages of continuation funds, which cater to existing LPs' exit and reinvestment needs while attracting new LPs with high transparency and short recovery periods [2] Development and Characteristics of Continuation Funds - Continuation funds are increasingly prevalent in overseas markets, providing GPs with extended management periods and enhancing excess returns [2] - In the past five years, continuation funds have gained market share as a supplement to traditional exit methods, with 2024's total continuation transactions surpassing $70 billion, a 17% increase from 2021 [2] - The share of private equity exits via continuation funds rose from 10% in 2022 to 14% in 2024, indicating significant growth compared to previous years [2] Management Perspective - In 2024, 65% of continuation exit transactions were the first attempts by fund managers to establish continuation funds [3] - North America dominates continuation transactions with a 61% market share, while Europe follows with a 36% share, reflecting a 50% year-on-year growth in Europe [3] - The top five industries for continuation fund deployment in 2024 include technology, healthcare, business services, industrials, and consumer goods [3] Operational Mechanisms of Continuation Funds - Continuation funds face challenges in due diligence, pricing, negotiation, and funding pressures, which can complicate domestic practices [6] - The article suggests that lessons from overseas markets can help address these challenges through improved terms and LP protection measures [6] Terms Arrangement of Continuation Funds - Overseas markets have established certain transaction practices for continuation funds, including GP commitment ratios exceeding 5% in over 90% of cases [7] - Multi-asset continuation funds tend to have higher average management fees to cover complex management needs, incentivizing GPs to perform diligently [7] - A tiered profit distribution structure is prevalent, with over 80% of transactions adopting a three-tier structure, enhancing transaction efficiency [7] LP-Friendly Trends - LP-friendly transaction schemes are being implemented to reduce friction in continuation transactions and protect stakeholder interests [8] - The operational process of LP-friendly continuation funds includes enhancing LPAC approval rights, ensuring transparency, and providing multiple exit options [10][11] Performance of Continuation Funds - Continuation funds have shown positive performance in enhancing returns and reducing portfolio risks, with single-asset continuation funds performing comparably to buyout funds [12] - The study indicates that single-asset funds have a slightly higher total value multiple (TVPI), while multi-asset funds exhibit higher distributed paid-in (DPI) ratios, reflecting faster cash flow [12] Implications for Domestic Market - The expansion of overseas continuation funds highlights their anti-cyclical value and the need for domestic practices to overcome key bottlenecks [17] - The article suggests that domestic markets can learn from overseas mechanisms, such as tiered profit distribution and dynamic pricing mechanisms, to enhance liquidity and management incentives [18] - Institutionalizing LP rights protection through transparent processes and collaborative due diligence can help shift perceptions of continuation funds [19] Conclusion - The historical peak of over $70 billion in continuation fund transactions in 2024 underscores their value as a core vehicle for GP-led transactions [21] - The article advocates for the domestic market to leverage continuation funds not only as an exit channel but also as a key hub for reshaping the investment cycle [21]