Negotiating Fees, Managing Conflicts of Interest and Exploring Structuring Trends of GP‑Led Restructurings

GP‑led restructurings have become a prominent type of secondary transaction since their introduction merely five to seven years ago. Practitioners at the forefront of the transactions have seized on their relative nascency to rapidly introduce new structures and solutions, all while navigating conflicts of interest inherent to the GP’s fundamental role on both sides of the transaction. Those developments are likely to take on added significance as GP‑led restructurings take on greater prominence in the event of a potential recessionary environment. GP‑led restructurings were discussed in a Private Equity Law Report webinar, entitled “The Evolution and Future of GP‑Led Restructurings,” moderated by Rorie A. Norton, Senior Editor of the Private Equity Law Report, and featuring Leor Landa, partner at Davis Polk, and Ted Cardos, partner at Kirkland & Ellis. The first article in this two-part series analyzes different ways to structure the transactions and the rising prominence of certain alternative approaches (e.g., preferred equity), as well as ways the industry is navigating attendant conflicts of interest. The second article describes critical negotiation points for fees and expenses; issues behind the increasing use of representations and warranties insurance; and differences between transactions in the U.S. and Europe. See our two-part series: “Trends in the GP‑Led Secondaries Market and Criteria for Investors to Evaluate Opportunities” (May 31, 2022); and “Pressure Points When Performing GP‑Led Secondaries, Including Valuations and Conflicts of Interest” (Jun. 7, 2022).

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