E311: How Continuation Vehicles Quietly Reshaped Private Equity

Why have continuation vehicles become one of the fastest-growing segments in private markets? David Weisburd speaks with Benjamin Carper about what’s driving record CV volume, how these transactions solve structural mismatches in private equity fund lives, and why both LPs and GPs hold mixed views on the strategy. Ben explains how continuation vehicles create liquidity, extend ownership of high-quality assets, and reshape portfolio management across buyout and venture markets.

Speaker names marked ? are inferred from speaking time and the show’s known hosts — they are not voice-verified.

• 0:00David Weisburd?

  So Ben, you help lead the 90-person secondaries team at Jefferies, which is largely focused on the continuation vehicle space today. Why is there such a focus on continuation vehicles today?

• 0:15Speaker 01

  Well, continuation vehicles represent one of the fastest-growing and probably most innovative parts of the private markets. There will be announced in the next week or so north of $110 billion of continuation vehicle volume in 2025. That's a second record year in a row for the market and up quite significantly from where we were in 2024 at about $75 billion in continuation vehicle volume.

• 0:49David Weisburd?

  Is there an 80/20 aspect to this $110 billion where there's a few firms driving the majority of that behavior?

• 0:57Speaker 01

  It's quite broadly distributed amongst a variety of not just mid-market, large-cap, smaller, smaller-cap buyout-focused firms, but venture capital firms.

• 1:09David Weisburd?

  Are these $20 million vehicles, $200 million vehicles?

• 1:12Speaker 01

  The, the general market is around $0.5 billion of size for an individual continuation vehicle with the, the range between, you know, $100 million to $5 billion. The companies that are being involved, contributed to continuation vehicles are companies that can be $50 million in EBITDA or $500 million of EBITDA. There's, there's definitely a strong cohort of mid-market companies that are being targeted by continuation vehicles, but we're also seeing continuation vehicles for, you know, pre-IPO VC darlings as well.

• 1:56Speaker 01

  The, the stripes and Databricks and, you know, anthropics of the world.

• 2:00David Weisburd?

  And I want to get into, in a little bit, deconstructing what a typical continuation vehicle deal looks like. But first, Why this trend for continuation vehicles? Why has there been such an increase in volume over the last couple of years?

• 2:18Speaker 01

  It's a confluence of factors that is driving the category forward and really up and to the right these last couple of years. What continuation vehicles do at their core is help sponsors manage portfolio companies that are not necessarily well timed to the 10-year closed-end private equity fund lifecycle. You know, the five-year hold period that you oftentimes hear private equity firms talk about.

• 2:53David Weisburd?

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• 3:35David Weisburd?

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• 4:20David Weisburd?

  And one of the reasons is if you look at it from a first principles basis, what was going on before continuation vehicles in many ways is absurd. So you have this five-year hold period, which, to your point, is arbitrary. Maybe it should be three years, maybe it should be 10 years. I interviewed Sam Zell's longtime partner, Mark Sotcher, and he talked about the first year you buy an asset and the last year are problematic. Last year, you're dressing up the asset to sell. First year, you're really trying to get a sense for management. So you kind of have these two dead years, which, why does that matter? Well, if you're holding it for five years, 40% of your time is spent either trying to get up to speed on opportunity

• 5:02David Weisburd?

  or trying to dress up an opportunity. But perhaps most importantly, what's a little bit absurd about that is that the going practice is to build these assets, often cases, actually turn them around, replace management, do all these painful things. And then when you're done within five years, sell it to your competitor. And that has been the established practice versus a CV allows you to keep your winners and to continue compounding those winning assets with this asymmetric information where GPs are able to know what's exactly the company that they're buying.

• 5:40Speaker 01

  That's exactly why the market has accelerated as it has and the solution, the continuation vehicle market is looking to provide. There's obviously a lot of friction that happens when a company is sold and a board changes over and a management team is reintroduced to, or introduced rather, to new owners, potentially replace. You know, there are a lot of private equity owned businesses that have established growth plans and a playbook that's really working, be it organic or inorganic trajectories. And continuation vehicles just allow sponsors to have more time and capital to prosecute those already working strategies.

• 6:26David Weisburd?

  Last time we chatted, you were very frank with me and told me some LPs like continuation vehicles, some dislike it, most actually hold both opinions at once. They have this cognitive dissonance. Why do LPs like continuation vehicles and at the same time, don't like those same vehicles?

• 6:45Speaker 01

  Um. Continuation vehicles are a pretty steady source of liquidity and not just liquidity, but cash liquidity for LPs. So about a little bit shy of 20% of all private equity distributions in 2025 are are happening via continuation vehicle transactions. So check one for for LPs who haven't seen a lot of liquidity. Um. They also allow LPs to compound winners in their portfolio and and keep that capital invested over time versus see one sponsor sell a company to to another sponsor and maybe in their exact same roster of of managers. And, you know, quite often,

• 7:29Speaker 01

  LPs are committing capital to secondary funds and continuation vehicle focused funds because they see them as a as a gateway to getting access to really high quality companies featuring superior transaction dynamics and alignment dynamics with with both sponsors who are supporting the the continuation vehicles as well as management teams at the portfolio companies underneath of them.

• 7:56Speaker 01

  Now, the there is some cognitive cognitive dissonance to your point because continuation vehicles have created a portfolio management consideration and and motion frankly that didn't exist for many LPs 10 years ago. You know, if you were an LP with a hundred different line items in your primary fund roster 10 years ago, then you may see one continuation vehicle election in in your entire roster of of managers. Going back to the stat that I shared that continuation vehicles are representing 15 to 20% of all private equity exits, you're now looking at,

• 8:38Speaker 01

  you know, a dozen plus LP elections in in your in your portfolio.

• 8:43David Weisburd?

  In many ways, having LPs play a direct investing role, a lot of LPs are not set up to do direct deals. Now they essentially are re-underwriting it on a direct basis. It's a different skill set almost.

• 8:55Speaker 01

  Yeah, no, that that's right. Um. I think that's where a lot of the consternation comes from for for LPs is is how do they handle that new uh that new responsibility in their portfolios?

• 9:09David Weisburd?

  LPs also, and I think rightfully so. Have skepticism, to say the least, about these marks in these CV transactions. Abu Dhabi Investment Corporation went so much as to sue one of their managers because of that mark. How do LPs know that this is the right pricing? What's their mechanism for ascertaining the true value of asset?

• 9:32Speaker 01

  There are a few different ways that these continuation vehicles can be priced. The most common mechanism is for a sponsor to hire an advisor to run an auction process really focused on continuation vehicle investors that would bid for the asset and submit term sheets for a continuation vehicle opportunity. These are a host of both traditional secondary investors as well as a variety of new entrants. That historically, we're not focused at all on continuation vehicle investments

• 10:16Speaker 01

  and are now raising dedicated strategies focused on the segment. So that's one of the ways that these transactions are priced is via this M and A like auction process. But instead of targeting financial sponsors and strategics, you're really focused on these continuation vehicle investors. The other way is as part of a equity recapitalization of a business that is led by another financial sponsor.

• 10:47David Weisburd?

  The asset was worth a billion dollars at entry point. Let's say now another buyout firm wants to come in at a $5 billion valuation, but the GPs from that fund that invested at a billion dollars want to essentially co-invest or co-manage with that $5 billion. Is that what you're talking about?

• 11:03Speaker 01

  Yeah, that's right. So at the larger sizing end of the spectrum, the 5 to 10 to 15 to 20 billion dollar TeV companies that are private equity owned, quite frequently you'll see Two, three different private equity firms as well as large institutional investors become direct owners of those companies. So company went from a billion dollars to $5 billion owned by the same sponsor. Now that sponsor has a lot of equity to be parted with as it's thinking about an exit. It may bring in another sponsor for a billion dollars at that $5 billion valuation,

• 11:46Speaker 01

  leaving quite a lot of unrealized value that they continue to hold. The continuation vehicle in that instance could be used to monetize that residual stub that they weren't able to get liquidity on at that $5 billion valuation. That's maybe about a quarter of the continuation vehicle market. The vast, again, the vast majority of these transactions are being priced by CB, by auctions targeting CB investors.

• 12:17David Weisburd?

  What are those best practices that you like to see in a deal? That aligns everybody in a good opportunity for a continuation vehicle investment?

• 12:27Speaker 01

  Yeah, continuation vehicles are really predicated on a rollover option for LPs, a flexible rollover option for LPs. This is a great option for LPs to either take liquidity or to continue to compound a position that already exists and is performing quite nicely. And LPs need to feel like it's truly an option for them to be able to do exactly just that. So that rollover option is a particularly important leg of the stool for these transactions. Full stop.

• 13:07David Weisburd?

  Do you have LPs that are rolling some and taking some chips off the table? Or are these?

• 13:13Speaker 01

  Yeah.

• 13:13David Weisburd?

  That's kind of a best practice?

• 13:16Speaker 01

  Typically, we see LPs either take full liquidity or roll over their entire position in a CB. But you'll have a host of LPs that go in either direction. And you do have a bunch of LPs that also say, gosh, I'd love to take my cost basis back, but I can probably roll the rest.

• 13:36David Weisburd?

  What are you looking for as a banker on these deals? What's the most attractive type of deal and why?

• 13:43Speaker 01

  I'll answer that question two different ways. One of which being the just general profile of the company that is in consideration. There's a

• 13:55Speaker 01

  a really broad level of interest from continuation vehicle investors for mid-market companies that in the call it 25 to 250 million dollars of EBITDA zip code that have reoccurring revenues, predictable future cash flows, inorganic and organic growth vectors, be it a bolt-on M and A strategy or a cross-selling strategy where they can build market share or build, build products to be sold to their existing customers. Those, those are the profiles of companies that, that we really, really love to, to bring to market

• 14:39Speaker 01

  and continue and absolutely resonate with continuation vehicle investors. In terms of general transaction, we obviously prefer to work with sponsors that are, are willing to, to eat their own cooking and, and roll the vast majority of their crystallized interests into the continuation vehicle. That sign of conviction and, and alignment is, is one of the, the reasons that the, the continuation vehicle market, market exists frankly, and, and operates as, as seamlessly as it does.

• 15:12David Weisburd?

  In that same vein, if you're advising LPs, kind of three check the box preliminary questions on whether they should double click on a CV in their own portfolio or otherwise, what are those like three questions you should ask?

• 15:27Speaker 01

  How did you get here? Is, is a great gating initial question for, for LPs. Background of the, the investment, how did it perform? You know, what, what were the? Specific layers of growth that it benefited from, you know, how you thought about monetization up until this point, what strategic alternatives did you consider for the company before deciding that you wanted to attempt a continuation vehicle transaction? You know, the continuation vehicle market is in a dustbin for companies that cannot be sold. Is the growth trajectory of the business that has been executed so far?

• 16:11Speaker 01

  Does that have legs to continue over another five-year holding period as illustrated? You know, has the company reached a scale where M and A is no longer adding to the bottom line? Or the wallet share for customers cannot be, you know, really further maximized? So figuring out whether or not there's a disconnect between the last five years and the future five years is another important element.

• 16:38David Weisburd?

  Said another way, is this an asset that essentially has run its course? You have the GPs that are rolling their equity. You have the legacy LPs in that fund that oftentimes roll. For the rest of the continuation vehicle, who's gobbling up these opportunities today, 2026?

• 16:57Speaker 01

  The vast majority of the capital going into the CVs right now represent institutional investors who obviously represent LPs, traditional limited partners investing in private equity, private credit, real assets. And there's a host of established, large players in that category between Coller Capital, Alpinvest, Harper Vest, New Burger Berman. And there are also a host, as I referenced a little while ago, a host of new entrants who are really focused on single asset continuation vehicles.

• 17:38Speaker 01

  And some of those are particularly focused on different sectors, such as software and tech-enabled services businesses.

• 17:48Speaker 01

  And and some of them are are profiling more like large cap buyout funds that see continuation vehicles as an extension of established power alleys. There's also a host of, I would say, the largest global capital allocators that are profiling as LPs kind of powering the private equity ecosystem. So the large US pensions, the Canadian pensions, the Maybelline, the Middle Eastern and East Asian sovereigns that you're seeing as frequent LPs and direct investors in companies, they're, they're, those groups are responsible for, for a lot of the demand for continuation.

• 18:31David Weisburd?

  It kind of solves their problems of how do we deploy a lot of capital per transaction and not be adversely selective because you have the GPs underwriting, you have existing LPs rolling, but yet these deals are enormous.

• 18:43Speaker 01

  One, 1,000% for, for those LPs that are very keen on co-investment opportunities with their, their sponsor partners, continuation vehicles are just another way to, to go about exactly that and buy, buy companies really in partnership with their existing relationships.

• 19:01David Weisburd?

  It's so interesting that Jeffrey says this within the secondaries group. Not everybody has it that way, but it also solves kind of this J curve issue. And there's a big trend in the alternatives world in general. People want to see non-blind pool opportunities. People don't want to be in these long firms, they, long-term funds, they want to invest in opportunities that have maybe a three to seven year window versus a 10 plus, plus two, three year window as well. So it also fits into this interesting trend of direct opportunities, non-blind pool opportunities, shorter hold times, reduced J curve.

• 19:38Speaker 01

  You could, you could make the argument that continuation vehicles are, are bringing assets closer and funded, identifiable opportunities closer to, to LPs versus the more nebulous blind pool fund opportunities from 10 or 20 years ago.

• 19:59David Weisburd?

  I'm going to put you on the spot with kind of on the buyout side. There's a lot of top down research, a lot of underwriting. You mentioned this operational plan, but you also work on venture. Are these opportunities being done in the OpenAI's Anthropic Stripe of the world as well? And if so, how do those deals differ from a traditional buyout?

• 20:25Speaker 01

  The answer is yes, they are being done in that cohort of, you know, pre-IPO, pre-IPO name. And the rationale for venture capital and growth managers, considering a continuation vehicle is usually a bit distinct from a buyout sponsor thinking about a single asset continuation vehicle. And I say that because the for for a venture capital manager that is has been managing an older fund for the last five years, you know, the IPO window has just not been available the same way it has in over the last five years up until recently.

• 21:11Speaker 01

  As it was, you know, taking another step back five years, five years before that. So venture capital managers are really thinking about this as a as a simple lever to pull to create cash distributions for a portfolio in a in an older vintage fund, frankly. And those portfolios are now frequently seeing large exposures to these names that have remained private for a much longer period of time. And they they're there because they're not public equity positions yet. So the continuation vehicle in that instance is really solving for.

• 21:53Speaker 01

  You know, enhancing DPI, creating distributions for that manager.

• 21:57David Weisburd?

  Is this also a way for LPs and GPs to date each other on a deal versus a fund? Very expensive date, $500 million, but it's at least it's not a, I guess, a blind date would be the equivalent. Where you're actually, it's around an asset. Have you seen that and do those turn into fund commitments and fund relationships, both on the GPL LP side? Or is it strictly, we like this asset and you know, we'll, we'll part ways after this asset?

• 22:23Speaker 01

  Certainly resonates with that concept in the same way that LPs consider co-investment opportunities. As they're considering, you know, new manager relationships. Because continuation vehicles, unlike co-investments, it really gives you a window into how the sponsor has thought about growing a business and originating that original investment and partnering with management. And what has worked for them in that instance and how they think about the, the forward prospects of, of the business. So we frequently see managers end up building these longer-term LP relationships by bringing in,

• 23:03Speaker 01

  by considering continuation vehicles rather than, you know.

• 23:07David Weisburd?

  It's that old joke, the best way to diligence a manager is to be an investor.

• 23:11Speaker 01

  100%.

• 23:13David Weisburd?

  I'm not going to ask you to tell me what you did with the money, but what's the biggest deal you've done to date?

• 23:19Speaker 01

  I've, I've had the privilege to work on several of the first billion dollar plus continuation vehicles. When the market was making that transition from a solution to a problem, to a portfolio management tool. And a really nice thing to have.

• 23:36Speaker 01

  And there, there have been quite a few billion dollar continuation vehicles since then.

• 23:41David Weisburd?

  Well, it's great to hear. Dinner will be on you next time. But in all seriousness, thanks for creating this masterclass on continuation vehicles. Looking forward to continuing this live.

• 23:51Speaker 01

  Yeah, thank you. Really appreciate you having me and, and obviously the double click on, on the category. I'm sure you'll hear a lot, a lot more about continuation vehicles over the next couple of years.

• 24:02David Weisburd?

  That's it for today's episode of How I Invest. If this conversation gave you new insights or ideas, do me a quick favor. Share with one person in your network who'd find it valuable or leave a short review wherever you listen. This helps more investors discover the show and keeps us bringing you these conversations week after week. Thank you for your continued support.