Secondary Transactions


Buyers and sellers in the secondary market benefit from Ropes & Gray’s market-setting experience across a broad range of transactions.



Ropes & Gray is the go-to firm for many of the secondary industry’s most prominent players. In 2021, we represented clients on more than 290 secondary transactions representing more than $110 billion of transaction value. PEI/Secondaries Investor’s 2021 survey listed us as the number one legal advisor globally by both number and transaction value. We regularly advise on all types of secondary transactions: fund recapitalizations and other structured secondary transactions, preferred equity deals, tender offers, and portfolio sales (including transactions involving 200+ interests and multiple $1 billion+ portfolios) for secondary buyers, fund investors and fund sponsors. To meet this need, we have lawyers with secondaries capabilities around the world—in Asia, the Americas and Europe.

We regularly represent 9 of the top 15 secondaries buyers globally, and have represented both sponsors in connection with fund recapitalization transactions and sellers. Some major clients include AlpInvest Partners, Hamilton Lane, HarbourVest Partners, Montana Capital Partners, New Second Capital, Partners Group and numerous sovereign wealth funds spanning the globe.


Our secondary transactions work spans all asset classes, including private equity, credit, real estate, venture capital and infrastructure, and includes deals around the globe. Highlights include:  

  • Representing Kohlberg & Company in connection with a $1.1 billion private equity fund recapitalization.
  • Representing AlpInvest in the capitalization of Thompson Street Capital Partners’ approximately $1.2 billion first Continuation Fund.
  • Representing a consortium of two leading secondary buyers on the $1.5 billion fund recapitalization of seven different private equity vintages managed by a global growth equity manager.
  • Advising an Asia-Pacific sovereign wealth fund on a series of secondary sales and preferred equity financings totalling more than $6 billion.
  • Representing the lead buyer in a $4.4 billion recapitalization of a global private equity fund and related separately managed accounts.
  • Advising a European fund of funds as lead buyer with respect to a $1+ billion acquisition of a portfolio of more than 200 credit and REIT positions from a global insurance company and eight of its client accounts into a continuation fund, as well as the launch of a new credit fund platform, including the warehousing of that fund’s initial portfolio.
  • Representing an Asian sovereign wealth fund as co-lead buyer in the $1.3 billion recapitalization of a global infrastructure fund.
  • Representing a leading secondary buyer leading the €900 million single-asset recapitalization of a scientific publishing business.
  • Representing a leading secondary buyer in a partnership with a leading global private equity manager to launch a $400 million credit fund strategy designed to take advantage of COVID-19-related opportunities.
  • Representing Hamilton Lane and Coller Capital in the $250 million recapitalization of two Chinese private equity funds managed by Legend Capital.
  • Representing a leading secondary buyer with respect to its preferred equity financings of GP commitments.
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