Walberg & Cie. begleitet Co-Investor bei GP-led Secondary Transaktion

Munich, 17. July 2025 – Walberg & Cie. provided comprehensive legal advice to a co-investor in a complex GP-led secondary transaction. As part of the transaction, a private equity fund acquired a portfolio company from a private equity fund managed by the same general partner (GP). The co-investor held a stake in the acquiring company alongside the acquiring fund.

GP-led secondaries are transactions in which the GP transfers selected portfolio companies from an older fund to a newer fund. The aim is to further exploit the value enhancement potential of the portfolio companies and offer investors flexible liquidity options. In addition, GP-led secondaries can be used specifically to develop suitable group structures across different funds and bundle them strategically. This instrument is also often used when funds are nearing the end of their term.

The Walberg team, consisting of Dr. Simon Sabel (lead) and Marc Wiesner LL.M. (Yale), provided comprehensive legal advice to the co-investor on the structuring and implementation of the transaction. The focus was on providing legal protection for the co-investor in connection with the acquisition of the portfolio company by the younger fund. The advice provided included, in particular, the structuring of the participation and security rights as well as the review and negotiation of the transaction documentation. The volume of the transaction was in the double-digit million range.

This transaction underscores the growing importance of GP-led secondaries as a flexible tool for portfolio management and liquidity generation in the current private equity market. It enables both existing and new investors to participate in the further value development of established portfolio companies.

We are delighted to have been involved in this complex transaction and would like to thank everyone involved!