All about the rise of continuation vehicles in private equity from the limited partner point of view. This deep-dive Liquid Courage conversation includes Sarah Farrell, Managing Principal and Head of Private Equity Europe and Asia at Allstate, Katrina Liao, a Partner at Coller Capital, Joncarlo Mark, Founder of Upwelling Capital and host David Snow.
CVs have given LPs genuine optionality at the asset level and a shift from passive blind-pool commitment to active portfolio decision-maker. That said, continuation vehicles carry real governance risks, in that the GP sits on both sides of the transaction and conflicts must be managed rigorously.
When structured correctly, a CV achieves genuine alignment between GP and LP on a shared conviction about the next stage of value creation, with the GP pricing an asset they know better than any outside buyer and putting their own economics at risk alongside their limited partners.
Some key takeaways from the conversation:
Continuation vehicle valuations are rife with potential conflicts. GP self-pricing, subjective fairness opinions, and secondary funds incentivized to compete on terms rather than price create a structurally compromised valuation environment that only rigorous independent process can correct. “If you have 20 people competing to give you capital as the primary underwriter in a secondary situation, aren’t you competing to give better terms to get the GP to pick you?” asks Sarah Farrell of Allstate.
LPs ‘all of a sudden’ are dealing with a flood of CVs. What was once an occasional portfolio tactic has become a major exit path, forcing LP organizations to rethink how they are resourced, governed, and mandated to evaluate single-asset decisions at scale. “You used to just do fund investing," says Joncarlo Mark of Upwelling. “You now have gotten a direction to go do co-investing. Now all of a sudden, every other week you’re getting presented with a CV from a manager in your existing portfolio.”
In CVs, investors already know the asset and the GP. The embedded knowledge an LP carries from the original fund — the management team, the business model, the risks — makes a CV roll decision structurally more defensible than most co-investment opportunities, and the return data is beginning to reflect that advantage. “In a CV, you’re not really taking a bet on the company as much, because they’ve owned the asset before,” says Katrina Liao of Coller. “It’s almost like a known management team — you know the skeletons in the closet. I see it as a much better investment opportunity than a co-investment.”
CV economics must ‘pass a sniff test’ Rolling LPs should expect identical terms to the fund they are exiting, and low GP carried interest rollover is the single most telling signal that a deal is structured for the manager’s benefit rather than the company’s next chapter.
ILPA’s new continuation-vehicle course: The Institutional Limited Partner Association — representing nearly 800 LP organizations globally — is now building dedicated CV education into its professional curriculum is itself a market signal that the asset class has crossed the threshold from novelty to norm. “This is a major trend. There’s a lot more that is happening in private market portfolios and it’s requiring LPs to have a lot more level of knowledge, sophistication, and control,” says Mark
Access the transcript and search the archive at the Liquid Courage Substack:
https://liquidcouragepod.substack.com/p/continuation-vehicles-are-here-for
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