E378: Why LPs Keep Selling Their Highest-Quality Funds

What if the biggest opportunity in private equity today isn’t buying companies—but buying liquidity from investors who are forced to sell great assets for reasons unrelated to performance? In this episode, I sit down with Ryan Levitt, Co-Head of LP Secondaries at ICG, to discuss why secondaries have evolved into one of the most attractive areas in private markets. Ryan explains how LP secondaries can outperform traditional buyouts with lower downside risk, why DPI pressures are reshaping institutional portfolios, and how rules-based allocators create structural inefficiencies. We also explore return dispersion, continuation vehicles, GP relationships, and why access and information matter more than sourcing in modern secondaries investing.

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

• 0:00David Weisburd?

  Ryan, you're co-head of LP secondaries at ICG, which has $127 billion in AUM. And last time we chatted, you said that secondaries, in many cases, are better than primary investments for LPs.

• 0:13Speaker 01

  Yeah. If you look at the track record, going back, whether it's a five-year period or 20-year period, your secondary performance has outperformed traditional buyouts. And the interesting thing is if you look at your worst performer, so what is your worst-case outcome? Your worst-case outcome in buyouts, you lose money. And that wasn't the case 20 years ago. So buyout return dispersion has widened significantly. And so your first quartile buyout returns are quite good. Your second quartile are good enough. Your third and fourth quartile are pretty disappointing. If you look at secondaries, your fourth quartile secondary returns are making money and are massively outperforming buyout indices. So, put it a different way. You're far better off in an average secondary fund

• 0:56Speaker 01

  than you are in anything but first quartile buyouts. And we all know it's very, very hard, on a blind pool basis, to pick first quartile buyouts consistently. So, taking a step back, why would you not prefer to say, "I can pick an average secondary fund, do almost as well as buyouts with far better liquidity and a far lower degree of risk from return dispersion standpoint"?

• 1:21David Weisburd?

  Professor Steve Kaplan, previous guest, had this famous study on persistence. Persistence in venture capital is a tried and true thing over 40, 50 years. 52% of funds persist in buyout. It's much more gray. It's not clear that there is persistence.

• 1:35Speaker 01

  For every great buyout manager, they have a bad fund or two. And it is hard to predict that in advance because it's not only the macro, it's also the micro. Do they have team turnover? Do they make a bad investment or two? Which way were interest rates going? If you invested in secondaries since the late 80s, early 90s, you've outperformed, on a consistent basis, talk about persistence, pretty much every other private market asset class. Maybe with the exception of top-decile venture. And top-decile venture is still going to be returns on paper, not cash in your pocket.

• 2:09David Weisburd?

  I want to get back to that in a second. But you said something really interesting. You said that buyouts used to be much more banded, essentially downside protection. Everybody was getting a 1X. I've seen these studies. The amount of funds that historically had less than 1X is very small in buyout. But now that's changed. Why is that?

• 2:26Speaker 01

  You went from, pick a number, dozens of buyout managers in the 80s to hundreds to literally now thousands. It's just gotten to be more competitive. And for a while, financial engineering worked, then operational improvements, now it's a combination of both. It is just harder to generate returns in the buyout world. And don't get me wrong, we're delighted with some of the managers that we have invested with, but it is harder and harder to produce returns. And I think the fallacy of buyout expectations is, well, every buyout fund gives me a 2 to 2.5x and a 20% net return. In fact, very, very few funds actually produce those level of returns.

• 3:05David Weisburd?

  Even taking a step back, this is one of my biggest pet peeves in all of investing is that asset classes in themselves are seen as either good or bad. And of course, it's supply and demand. The example I give on venture capital, a decade ago, you could get in the seed round at 5 million, and sometimes today, you're getting a 40, 50 million dollar valuation. It's technically the same asset class, but obviously a very different entry point. Same thing with buyouts. If you have 100 or 200 buyout managers, and now you have another 2, 3,000 buyout managers, there's only so many deals. So what ends up happening? The ones that are disciplined, that have enough deal flow, that have the brand, the same things that persist over time, they're able to say no to deals. But those 2, 3,000 funds, they still have to deploy capital. I don't see many buyout managers returning capital.

• 3:50Speaker 01

  Have to deploy capital. Well, DPI, or distributions relative to paid in, is a challenge, and I think that's what LPs are grappling with today. Even if their buyout portfolios have performed quite well, they're not getting capital back. And so that is the challenge. Their results on paper are quite good. Again, taking a step back on private equity, buyouts as a whole have performed quite well for investors. You've outperformed public markets, you've done it with a lower degree of volatility, due in part to the fact that marks are not daily or minute by minute, they're quarterly.

• 4:23Speaker 01

  But you've done it on paper. And so capital back from buyout funds over the last five years post-COVID has been a real challenge, particularly over the last two or three years. And so institutional investors are grappling with the so-called denominator effect where private equity has outperformed to a degree where it's causing a problem from an allocation perspective. So endowments, foundations, institutions that are what I call rules-based allocators, where they allocate to private equity, they want it to be 15% of their portfolio. PE's outperformed, now it's 18% of their portfolio. What do they do? Distributions aren't coming back, so they go into the secondary market to go sell positions.

• 5:04David Weisburd?

  So when you say secondary has outperformed primary, do you mean on a MOIC basis, on the IR basis? What's the basis for that?

• 5:11Speaker 01

  It depends on what time period you're looking at. Five-year, 10-year, 15, 20, 25. But holistically, first quartile buyout has done very, very well. But generic secondaries, or a secondary market index, has by and large performed on par with second quartile buyout on a IRR, on a MOIC, and certainly on a DPI basis. Again, depends on your time period, but I think it's a broad statement that generally holds true. Your best-in-class secondary managers have performed on par with your first quartile buyout managers from a return standpoint and have consistently done better on a DPI standpoint.

• 5:52Speaker 01

  So you have to have the faith that you can consistently pick first-decile buyout managers before you can confidently say that you're going to outperform one of your better secondary managers. The number of secondary funds that have lost money, you can probably name them on one hand. And it's probably because they went into emerging markets or early-stage assets, they overly concentrated in a particular investment. Your worst-performing secondary funds, generically, are still returning about the pre for 8%.

• 6:26David Weisburd?

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• 8:36David Weisburd?

  The organic DPI model is broken. Obviously, you're taking advantage of this on the other side, on the secondary side. Give me a sense for the market. If I'm an LP and I'm looking to sell in the buyout space via secondaries, what kind of discounts are out there today?

• 8:49Speaker 01

  What you said at the beginning, 9% distributions relative to paid in capital. It's important to remember that's the market holistically. Your best-in-class buyout managers are delivering far better than that on liquidity perspective. But again, if you're an institutional investor with a diversified portfolio, not everyone in your portfolio is a first-quartile buyout manager. So you're grappling with slowing distributions holistically. You go to the secondary market, and I would say discounts today range, depending on asset quality, from mid-high 80s into the 90s. And the fallacy of the secondary market was investors will sell their lower-quality assets. Actually, they're selling their higher-quality assets because no one wants to take a bigger discount.

• 9:32Speaker 01

  No one wants to go to their CIO, their board, and say, "I'm selling assets at a 20% discount." They'd rather sell a better-quality asset and say, "I'm selling at an 8% discount, a 6, a 12, a 14." Lower-quality assets garner a bigger discount, and no one likes the optics of that.

• 9:51David Weisburd?

  That goes back to these principal agent problems we were talking about before we started recording.

• 9:54Speaker 01

  Absolutely.

• 9:55David Weisburd?

  Which is, the average CIO is at a pension fund for 6.1 years, and they're trying to build their track record, and they're trying to get their next position. So it's better for them and for their career to let these bad assets stay at the previous mark and to sell these good assets.

• 10:09Speaker 01

  One of my favorite situations to be a buyer in is a CIO change. They're selling assets for reasons that have nothing to do with the portfolio. They're selling assets to free up capital to go make their own investments.

• 10:21David Weisburd?

  There's a term I learned for this, "putting my mark on the portfolio."

• 10:24Speaker 01

  Absolutely.

• 10:25David Weisburd?

  Which is, also means taking away somebody else's mark, literally, on the portfolio and creating a new basis. There's also incentives there, which is oftentimes these CIOs are being incentivized based on, literally, their mark on their portfolio. So it makes sense to sell a bunch of assets, re-mark the book at a lower basis so that they could get their bonus.

• 10:44Speaker 01

  From my vantage point as a secondary buyer, I can buy best-in-class assets from someone who will take a discount to intrinsic value. I don't have to bear the blind pool capital risk that they did when they made their initial investment. I can look at the dozen companies that are in a fund, understand how well they're performing, what does the exit path look like. I would do that all day long. And they're selling for reasons that have nothing to do with what's in the portfolio, oftentimes reasons that have everything to do with their particular organization, rules-based allocations, CIO change, their desire to re-up in the next fund even though the prior fund's performing quite well. Again, you're selling assets for reasons that are not specific to the asset, which means it's a good time to be a buyer.

• 11:25David Weisburd?

  And this blew my mind as I started to learn this, but some governance is set up at very large institutions, 10, 20 billion dollar pools of capital, that if you have 25% in buyout and one of your companies goes up and now you're 26%, you need a liquidity, you need to rebalance.

• 11:41Speaker 01

  That's exactly right.

• 11:43David Weisburd?

  A lot of the governance has zero flexibility.

• 11:46Speaker 01

  You are dealing with a rules-based allocator that says, think about it, my portfolio's performing exceptionally well, the value just went from 25 to 26%, but now I have to sell. Intrinsically, it doesn't make a lot of sense unless you're sitting in that organization and your board has approved a set of rules that you allocate by, and you literally tripped almost a covenant for them to say, now I have to sell. From my perspective, I want to buy high-quality assets that's outperforming, and I can typically buy it at a discount. You'd do that all day long.

• 12:16David Weisburd?

  So you have the interesting challenge of investing $5 billion into secondaries. Where is the absolute best relative investment to make today?

• 12:25Speaker 01

  We think it's in buyouts. So we don't do venture, we don't do growth, we don't do emerging markets. Our approach is buy secondary positions in best-in-class buyout managers largely in the US or in Western Europe, where we have an embedded relationship advantage. So think about ICG as a global partner to private equity managers. We provide financing to their companies, senior debt, junior debt, we do continuation vehicles with them, we make primary investments in their funds, we do co-investments with them, we do everything but compete with them. So oftentimes, we're seen as an ideal replacement limited partner. And bear in mind that GPs have to approve secondary buyers. So- We are looking for best-in-class buyout managers that we have an existing

• 13:09Speaker 01

  relationship with, that we can buy really good assets at a discount to intrinsic value, again, where the seller is putting those assets on the block for reasons that have everything to do with them and oftentimes little to do with the actual assets.

• 13:22David Weisburd?

  So you have seller-based reasons to sell and you have asset-based reasons to sell?

• 13:25Speaker 01

  Correct.

• 13:27David Weisburd?

  And you're not in the business of trying to outsmart a current holder of the asset. You're in the business of providing liquidity. Perhaps this is a dumb question, but why do you like to buy assets from an existing relationship that you have?

• 13:37Speaker 01

  At the end of the day, sourcing is not our competitive advantage. The secondary market, there's bankers, there's brokers, 90% of the secondary market is intermediated in some way, and your competitive advantage as a buyer does not come from sourcing. It comes from information and access. So if we can pick the phone up to a GP, we are their largest mezzanine lender. We've done a primary investment in their fund through our fund of funds, and we've looked at continuation vehicles with them, and we've looked at co-investments with them. We get a very warm reception, picking up that phone and saying, hey, can we do an hour-long call with you, talk through your Fund IV portfolio, because there's someone that wants to sell it and we'd like to buy it.

• 14:19Speaker 01

  That's a very different paradigm than you opening a family office and saying, I want to start doing secondaries, and the GP says, I don't know who you are. Why do I want to share with you proprietary information about my portfolio so you can buy the secondary?

• 14:36David Weisburd?

  So is it the information that drives the alpha? Is it being approved as a buyer? Is it just knowing about processes that may not be intermediated?

• 14:46Speaker 01

  It's all the above. I think the most important sources of alpha is access and information. And of course, it's then picking the assets that you want to buy and saying no to the assets that you don't. I know that sounds simplistic, but if you've bought the generic secondary market over the last 10 years, you've done pretty well. But there's, again, just like return dispersion in buyouts widened over the last 20, 30 years, there is return dispersion that's widening in secondary funds. In part, because more secondary funds are doing single asset continuation vehicles. In individual companies, return dispersion in GP, what's called GP LEDs or CVs, has widened as well. We do CVs. We have a great team that does CVs. But whether it's the GP side or the LP side of our secondary business, our mandate

• 15:29Speaker 01

  has never been to buy the generic market. It's buy the best-in-class assets, even if it means paying a little bit more.

• 15:35David Weisburd?

  You keep on mentioning that there's return dispersion now and buyouts now in CVs. I have a thesis where if you take Occam's razor, if you have a hot asset class like CVs, they just had $110 billion last year. That's a lot of money.

• 15:50Speaker 01

  It's a ton.

• 15:51David Weisburd?

  And it's a lot of money if you just take away the incentive fee and pure management fees, even though I know CVs have lower management fees and all these things. But it's a lot of money for bankers. It's a lot of money for buyout managers. So what you're invariably going to have is people that chase short-term returns, and I would argue probably most people would love to chase those short-term returns, and a small elite group that are focused on long-term returns, you could call them top quartile investors. Obviously, it's more than just being long-term greedy to be a top quartile investor. You need brand, you need the reps and all these things. But I think it's highly predictable that as an asset balloons, it's almost like a law of physics that the return dispersion will have to balloon because the incentives are so big for the short-termism.

• 16:32Speaker 01

  It's not only an incentive thing. You have more new entrants into the secondary market, particularly on the GP side. New capital, new entrants, shorter track records, it's going to lead to wider dispersion of returns.

• 16:44David Weisburd?

  So even if they were well-intentioned, the skill isn't there?

• 16:47Speaker 01

  Not everyone can deliver first quartile returns, not the way quartiles work. You're always going to have first or fourth.

• 16:52David Weisburd?

  Said another way, the only way that there wouldn't be large dispersion is if there was a completely efficient market between the people that raise money and the people that deploy money well.

• 17:00Speaker 01

  Absolutely.

• 17:01David Weisburd?

  That there was no essentially fundraising skill. And because of the presence of the fundraising skill, there must be return dispersion because it's inefficient.

• 17:09Speaker 01

  Fundraising is inefficient. Access is inconsistent. Information is inconsistent. Investment judgment varies widely. All those reasons and more, I think, contribute to return.

• 17:19David Weisburd?

  And I know you didn't want to say it, but don't you think short-termism is an issue in finance in general and asset management?

• 17:24Speaker 01

  Yes, I think short-termism is a challenge in finance, much like every other industry. Are you making investments and building adorable investment business that's designed to last decades? Or are you trying to raise a really big fund, invest as much as possible quickly, and see how much carry you can get over the next two or three years? I think it's why track records matter. It's why team longevity matters. It's why every investor in private markets pays attention to track record of senior team, longevity of senior team, tenure of senior team. Historically, that's been your best predictor of success.

• 17:59David Weisburd?

  Said another way, there is short-termism, but it's also persistent, as is long-termism. In other words, it's not completely random. You don't wake up today and think, I'm going to be short-term today, and then on Wednesday, I'm going to be long-term. It's in your DNA.

• 18:12Speaker 01

  It's how you build a business. It's how you build a business, it's how you build an investment team. The ironic thing in the secondary market is it's the same two dozen firms that were doing this in the 90s and the 2000s that are doing it today. There's clearly been new entrants, but the bulk of your capital is in the same two or three dozen firms. There's been two new entrants on the LP side. ICG is one of them. There's been a bunch of new entrants on the GP side, but relatively few of them have scaled significantly.

• 18:40David Weisburd?

  And what are the second-order effects of having these two dozen players, essentially, in the marketplace, competing on deals year after year?

• 18:48Speaker 01

  The ironic thing is, as big as the secondary market has gotten, there's not enough capital to support the market growth. So as much money as secondary funds have raised, they have not raised enough to support a market that has doubled every couple of years.

• 19:03David Weisburd?

  What's the basis for that? Why do you believe that?

• 19:05Speaker 01

  If you look at dry powder relative to market opportunity, the secondary market, according to Evercore's latest report, has about enough dry cap. The secondary market, according to Evercore's latest report, has enough dry powder to essentially absorb a little over one year of market supply. Compare that to the buyout space, three, four, or five years, depending on what time period you're looking at. There's a significant amount of secondary deals on the LP side and the GP side that simply don't get done. They get pulled from the market or they never make it to the market because bankers, brokers, sellers don't believe there's enough buyer's capital to absorb it or there's enough interest in those particular assets. I'll give you one stat.

• 19:48Speaker 01

  The secondary market is still only about 2% of the primary private equity market. The best analogy I have is it's the bond market pre-Bloomberg machine. If you held bonds pre-Bloomberg machine, you called the broker-dealer. You're not sure if you got a good price or a bad price because there was no price transparency. And there were probably a handful of buyers in the early days. That market has exploded. Now, far more bonds are traded on the secondary market than even on the primary market. Very few people hold bonds to maturity. This private equity secondary market is a fraction of the primary market size. Most investors in private equity still hold all of their interests through final maturity. That is starting to change. It has been changing.

• 20:33Speaker 01

  It's contributing to the growth of the secondary market, but we're still very much in early innings.

• 20:37David Weisburd?

  Said another way, LPs are still clamoring for DPI. And as long as there's a chorus of LPs saying, "We want DPI," there's essentially four sellers on the GP side. And as long as there's still four sellers, there's going to be excess capacity. In other words, if there was enough secondary buyers, there would be enough liquidity that GPs would give the liquidity and LPs would stop clamoring for it.

• 20:59Speaker 01

  I think that's directionally correct. I'll tweak it a little bit in the sense that The secondary market is not just driven by DPI needs. Secondary market moves in cycles. So during the financial crisis, it was just liquidity driven. Largely, financial institutions wanted liquidity. It drove the secondary market. Then, active portfolio management of your private equity portfolio started becoming more commonplace, hence a CIO change that we talked about earlier. Then, in the last couple of years, it's been a significant push on DPI, which has driven the growth of the LP market to its greatest levels ever, as well as driven the growth of continuation vehicles or the GP market. The secondary market has secular tailwinds that are driving its growth.

• 21:44Speaker 01

  And then, in moments of time, post-COVID being one, DPI has pushed it along even faster.

• 21:49David Weisburd?

  So I was ribbing you a little bit earlier about the ICG partnership model, but it's truly differentiated in the marketplace. One thing that is hard for me to understand is how you guys have grown to $127 billion while also staying good partners, given the friction there. How have you managed, as an institution, to overcome this friction between growth and partnership?

• 22:10Speaker 01

  I think it's a great question. And I think part of it is we're not only partners to the GPs, we're partners to our investors. So we're stewards of our investors' capital. And each investor in various ICG funds knows that the investment teams are directly aligned with them. We invest alongside of them. We make money when they make money. We have no incentive to do deals just to do deals. We don't get paid on deployment. We get paid on performance. And so I actually would usually define us as an investment firm, not necessarily an asset management firm, although, obviously, there is a lot of crossover. And if you look at some common threads in our partnership model, particularly in North America, our partners are best-in-class private equity sponsors, largely in the middle market. And we focus on high-quality assets.

• 22:54Speaker 01

  We focus on high-quality general partners. If I go back earlier in my career, one lesson that I learned early was that mediocre assets don't perform, no matter the price that you pay for them. You cannot get a big enough discount to offset the challenges of lower-quality assets or a lower-quality GP. So I'd say we pick our partners carefully. We are stewards of our investors' capital. And every investment that we make, we're personally writing a check alongside of our investors, and we're motivated solely by investment performance, not just from an AUM perspective.

• 23:27David Weisburd?

  I think many, if not most, GPs would love to grow to $100 billion plus in assets. Being on the inside and seeing ICG from the inside, is this just getting a little bit bigger every single day? Or are there step functions where there's the market opportunity and the firm grows to the next stage?

• 23:45Speaker 01

  I think it's both. If you look historically at ICG, there's been a tremendous amount of organic growth. But then we have also specifically added investment strategies that are complementary to the firm. So I joined seven years ago to co-head the LPS, or Limited Partnership Secondary Business at ICG. That's a business that didn't exist before. I think ICG holistically looked at the market and said, we have the ecosystem, we have the access, we have the information to become an important player in this market. Let's go hire a team to go build that business. Let's support that business growth with our balance sheet, go out and raise third-party capital, and build a market-leading specialist franchise on the LP secondary side. So it's been a combination of organic growth

• 24:29Speaker 01

  and then thoughtfully adding new strategies and new teams.

• 24:32David Weisburd?

  Ryan, if you could go back to 2004, when you just graduated undergrad, what is one piece of timeless advice you'd give a younger Ryan that would have either accelerated your career or helped you avoid costly mistakes?

• 24:44Speaker 01

  Who you work for and who you work with is the most important decision you'll make.

• 24:50David Weisburd?

  Tell me more.

• 24:50Speaker 01

  When we're hiring someone, I tell them who you work for, who you work with is arguably more important than what you do. And within reason, it's more important than what you get paid. But all the factors have to work. A mentor at work, someone who's going to teach you, someone you can learn from, peers that are as smart, if not smarter than you, are going to push you to greater success, are going to push you to develop more than you will just going for that first paycheck out of college. And I think I've tried to pick my career moves that way. Who are my peers? Who's my boss? What's the organization like? And culture really matters.

• 25:24David Weisburd?

  If you're an analyst, associate, VP, looking for your next role, how do you assess that out? How do you know ahead of time who's going to mentor you?

• 25:30Speaker 01

  I think it's a hard question. I think it's a reverse interview. When you're an analyst or an associate looking to move jobs, of course, we're going to interview you. We're going to ask you the hard questions. We're going to make sure your quantitative skills are up to par. I want to hear about your qualitative skills as well. But it's incumbent upon you to ask us the questions. You should be asking us about culture. You should be asking us about lessons learned in managing a team. How do we think about your development? What's the career path look like? And then, of course, put your diligence hat on. Go on LinkedIn. See who's worked at the firm previously. See how many connections you are away from someone who's working for us today. And find out about the culture. I think the worst thing is arriving at a firm that you're really excited about. And the day that you walk in, you say to yourself, what did I do?

• 26:13Speaker 01

  Because from a culture perspective, it wasn't a fit, no matter what the job description may say.

• 26:18David Weisburd?

  It's so interesting because a lot of the elite LPs will do two dozen references on a specific GP before they invest. But yet will not make five calls before they get in that seat. You would think you would at least do, if you did it on an equal basis, you would do 200, 300 references based on the magnitude of that. The other thing upstream of that is to go to an M&A adage, one buyer is no buyer. So if you have one offer, it's very difficult to reverse interview. So set up the offer so that you have that flexibility to figure out where you would be the best fit.

• 26:49Speaker 01

  Absolutely.

• 26:51David Weisburd?

  Ryan, this has been absolute masterclass. Thanks so much for jumping on. Looking forward to doing this again soon.

• 26:55Speaker 01

  Thank you very much.