When a General Partner offers a GP-led secondary, they shift the crucial decision of when to sell an asset from themselves—the expert—to the Limited Partner. This undermines a core tenet of the LP-GP relationship, as LPs lack the deep asset-level knowledge to make an informed sell-or-hold decision.
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The market's liquidity crisis is driven by a fundamental disagreement. Limited Partners (LPs) suspect that long-held assets are overvalued, while General Partners (GPs) refuse to sell at a discount, fearing it will damage their track record (IRR/MOIC) and future fundraising ability. This creates a deadlock.
Limited Partners should resist pressuring VCs for early exits to lock in DPI. The best companies compound value at incredible rates, making it optimal to hold winners. Instead, LPs should manage portfolio duration and liquidity by building a balanced portfolio of early-stage, growth, and secondary fund investments.
Many fund managers approach capital raising by broadcasting their own "unique" story. However, the most successful ones operate like great listeners, first seeking to understand the specific needs and constraints of the Limited Partner (LP) and then aligning their value proposition accordingly.
The traditional PE model—GPs exit assets and LPs reinvest—is breaking down. GPs no longer trust that overallocated LPs will "round trip" capital into their next fund. This creates a powerful incentive to use continuation vehicles to retain assets, grow fee-related earnings, and avoid the fundraising market.
General Partners (GPs) have shifted from viewing secondary sales as an LP-driven nuisance to a strategic tool. They now facilitate liquidity for investors to maintain their reputation and use continuation vehicles to retain top-performing assets beyond a fund's original lifespan.
In frothy markets with multi-billion dollar valuations, a key learned behavior from 2021 is for VCs to sell 10-20% of their stake during a large funding round. This provides early liquidity and distributions (DPI) to LPs, who are grateful for the cash back, and de-risks the fund's position.
With fund lifecycles stretching well beyond the traditional 10 years, LPs are increasingly seeking liquidity through secondary sales. This trend isn't just a sign of pressure but a necessary market evolution to manage illiquid, long-duration assets.
GPs are caught between two conflicting goals. They can hold assets longer, hoping valuations rise to meet their paper marks and maximize returns. Or, they can sell now at a potential discount to satisfy LPs' urgent need for liquidity, thereby securing goodwill for future fundraises. This tension defines the current market.
In a world of high valuations and compressed returns, LPs can no longer be passive allocators. They must build capabilities for real-time portfolio management, actively buying and selling fund positions based on data-driven views of relative value and liquidity. This active management is a new source of LP alpha.
When a portfolio company is public, liquid, and highly appreciated, some VCs distribute shares directly to their Limited Partners (LPs). This tactic returns value while allowing each LP to decide whether to hold for further upside or sell for immediate cash, effectively offloading the hold/sell decision.
