Walberg & Cie. advises co-investor on GP-LED secondary transaction

Munich, July 17, 2025 — Walberg & Cie. provided comprehensive legal advice to a co-investor on a complex GP-LED secondary transaction.

As part of the transaction, a private equity fund took over a portfolio company from a private equity fund managed by the same General Partner (GP). The co-investor held a stake in the buying company in parallel with 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 continue exploiting the value appreciation potential of portfolio companies and to offer investors flexible liquidity options. In addition, GP-LED secondaries can be used specifically to develop and strategically bundle suitable group structures across various funds. This instrument is also often used when funds are close to maturity.

The Walberg & Cie. team consists of Dr. Simon Sabel (lead) and Marc Wiesner, LLM (Yale) provided comprehensive legal advice to the co-investor on the structuring and implementation of the transaction. The focus was on legal protection for the co-investor in connection with the acquisition of the portfolio company by the younger fund. The advice included in particular the structuring of participation and security rights as well as the review and negotiation of transaction documentation. The transaction volume was in the double-digit million range. This transaction underlines the increasing importance of GP-LED secondaries as a flexible instrument for portfolio management and liquidity generation in the current private equity market. It enables both existing and new investors to participate in the continued performance of established portfolio companies.

We are pleased to have participated in this complex transaction and would like to thank everyone involved!