Secondaries

Our international secondaries team has been at the forefront of the secondaries market since its inception, and we have acted as legal counsel on many of the largest and most complex secondaries transactions in recent years. We have a market-leading team with experience and skill having acted on the full range of secondaries transactions including traditional secondary sales, stapled secondaries and portfolio transactions, team spin-outs and GP-led solutions (including tender offers, fund-to-fund transfers and bespoke continuation funds). We are centred around such transactions and have recent and relevant experience to draw upon.

The dedicated team of secondaries lawyers comprises three specialist partners and a team of associates who have deep experience of secondary transactions of all types. The team is fully integrated with our private fund structuring and private equity transactional teams.

We adopt a legally rigorous approach set against a commercial backdrop. An understanding of the needs of each deal and a focus on efficient execution. We act both for and against the main players of the secondaries market on a day-to-day basis. We understand the dynamics of the ‘secondaries village’ and the need for a collaborative approach.

Key experience

Verium AG

Advised Verium AG on the establishment of its first continuation vehicle with aggregate commitments of CHF120 million to support the development of Toradex Group and Mobil in Time Group.

DPE Deutsche Private Equity

Advised DPE Deutsche Private Equity (DPE) on the establishment of a €708 million continuation vehicle, DPE Continuation Fund I (DPE CF I), Germany's largest GP-led secondary.

Ufenau

Advising Ufenau on a GP-led secondary involving the transfer of two assets from Ufenau V German Asset Light Fund to a continuation vehicle.

Capvis AG

Advising Capvis AG on a GP-led continuation vehicle for a portfolio of three companies backed by Eurazeo and Committed Advisors.

EMERAM

Advising a syndicate of >20 purchasing entities on a liquidity offering led by EMERAM Capital Partners, alongside a new primary commitment to the same vehicle.

Horizon Capital

Advising Horizon Capital on its GP-led liquidity offering involving the transfer of three portfolio assets to a continuation vehicle backed by ICG Strategic Equity.

ICG

Advising ICG on the acquisition of c.170 partnership interests across multiple jurisdictions from seven fund-of-funds sellers with a value of €380 million.

Five Arrows Secondary Opportunities V

Advising Five Arrows Secondary Opportunities V on its participation as secondaries investor in a single asset GP-led relating to Wireless Logic.

Caisse des Dépôts et Consignations (CDC)

Advising Caisse des Dépôts et Consignations (CDC) on the disposal of a substantial portfolio of private equity fund interests to three buyer groups.

Lloyds Banking Group

Advising Lloyds Banking Group on the disposal of various US and European private equity assets, including indirect and direct secondary transactions, most recently the sale of 65 partnership interests and direct co-investments to Coller Capital with a transaction value of $2 billion.

Unigestion SA

Advising Unigestion SA on its commitment to a single-asset continuation vehicle organised by Sheridan Capital Partners to allow exposure to DOCS SPV from Fund I.

Creo Capital Partners

Advising Kline Hill as secondaries investor in a continuation vehicle organised by Creo Capital Partners to Flagship Food Group, a conglomerate of leading food brands.

Unigestion SA

Advising Unigestion SA and LGT as lead investors in the single-asset continuation vehicle relating to Orbis Education.

Zurmont Madison

Advising Zurmont Madison on the transfer of its remaining assets to ZM Opportunity II Fund, a vehicle backed by DB Private Equity.

HSH Nordbank

Advising on the disposal by HSH Nordbank of its European portfolio comprising in excess of 50 fund interests.

LaSalle Investment Management

Advising LaSalle Investment Management on the acquisition of interests in the Trinity Property Fund which holds a portfolio of commercial office assets, together with the management platform.

Lexington Capital Partners

Advising Lexington Partners on the acquisition of €800 million of private equity fund interests from The National Pensions Reserve Fund.

Rothschild & Co

Advising on the disposal of 25 fund interests for Rothschild Investment Trust plc and subsequent portfolio acquisitions for Five Arrows Secondary Opportunities.

Pantheon

Advising Pantheon on the acquisition of 29.1% of a portfolio of company interests owned by Candover Investments PLC.

3i Group plc

Advising 3i Group plc on the sale of a significant part of its healthcare and technology portfolio (30 companies) to a consortium comprising Coller Capital and Harbourvest, and DFJ Esprit.

UniCredit Bank AG

Advising UniCredit Bank AG in relation to the sale of a portfolio of private fund interests, direct co-investment interests and fund-wrapped co-investment interests to a fund managed by SwanCap.

Unigestion SA

Advising Unigestion SA on its private equity investment programme including over 250 primary commitments and 15+ buy and sell-side portfolio secondar transactions.

Hipgnosis Song Management (HSM)

Advising HSM in relation to a new partnership with Blackstone, which will initially deliver US$1 billion to acquire music rights and manage catalogues. HSM is an advisory firm focused on music assets; it advises Hipgnosis Songs Fund Ltd (SONG), the largest UK-listed investor in music catalogues and royalties with gross assets of $2.2 billion.

Schroders Real Estate Investment Trust Limited

Advising Schroders Real Estate Investment Trust Limited on its REIT conversion and on secondary issues and subsequent acquisitions of properties including City Tower, Manchester and Store Street College of Law, London. We also acted for the company on its £130m refinancing.

Kudu Investment Management, LLC

Advising Kudu Investment Management, LLC in its acquisition of minority interests in a number of regulated entities. As the different regulated entities have different structures (e.g. company, LLP, LP, LLC structures) this transaction involved the acquisition of shares as well as membership/partnership and LLP interests.

European Investment Fund

Advising European Investment Fund on the disposal of a portfolio of limited partnership interests to institutional buyers.

Directory quotes

‘Market-leading GP advisory practice bringing together M&A execution alongside private funds knowledge following a decade of experience across a range of strategic capital transactions including complex GP-led secondaries and GP stake sales.’
The Legal 500 UK 2023

"Gabriel is a great lawyer both in terms of legal capabilities but also in terms of commercial awareness and negotiation skills."
Chambers UK 2023

"Gabriel is a specialist on mid-market GP-led transactions in Europe with strong credentials and experience in the space."
Chambers UK 2023

‘Senior partners are heavily involved in every step of the process.’
The Legal 500 UK 2023

‘They are extremely quick to make commercial decisions and understand the right balance between being commercial whilst extracting the best possible result for their client.’
The Legal 500 UK 2023

‘They are highly respected in the market and our go-to firm for complex GP-led secondaries transactions.’
The Legal 500 UK 2023

‘Our Stephenson Harwood team, led by Gabriel Boghossian and Sarah de Ste Croix, is extremely effective.’
The Legal 500 UK 2023

‘Sarah de Ste Croix is a standout partner bringing to the table deep knowledge in private funds.’
The Legal 500 UK 2023

‘Gabriel Boghossian is the pre-eminent secondaries lawyer in Europe having advised GPs and investors on the most complex GP-led transactions in the last decade.’
The Legal 500 UK 2023