Setter Volume Report — global secondary market volume, FY 2021

18th Edition

Setter's semi-annual survey of the global secondary market — every edition since 2013.

Total volume

Total secondary market volume was $143.41bn in FY 2021, up 132.2% from $61.76bn in FY 2020.

Types of assets purchased (FY 2021, USD bn)

  • All assets purchased$143.41bn
  • Private Equity $133.22bn+137.0%
  • Infrastructure $4.92bn+139.2%
  • Real Estate $4.57bn+66.7%
  • Agriculture / Timber $380.00m+15.0%
  • Hedge Funds $330.00m−23.3%

Reported activity vs FY 2020

  • Meaningfully higher87.4%
  • Similar12.6%

Key takeaway

  • 87.4% of respondents reported meaningfully higher activity than FY 2020, against 0.0% reporting meaningfully lower.

Assets purchased

LP-led vs. GP-led secondaries

$73.43bn

LP-led volume

$69.98bn

GP-led volume

48.8%

GP-led share of volume

LP-led vs. GP-led split (share of volume)

  • LP-led51.2%
  • GP-led48.8%

Direct purchases split PE vs RE

  • PE directs96.4%
  • RE directs3.6%

Breakdown of LP-led fund secondaries

  • All LP-led fund secondaries$73.44bn
  • Private equity $65.75bn+164.6%
  • Infrastructure $4.92bn+139.2%
  • Real Estate $2.06bn+21.1%
  • Agriculture / Timber $380.00m+15.0%
  • Hedge Funds $330.00m−23.3%

Types of funds purchased

Private equity funds (USD bn)

  • LBO$49.63bn
  • VC$9.11bn
  • Fund of Funds$4.17bn
  • Debt$2.55bn
  • Energy$294.00m

Real estate funds (USD bn)

  • Opportunistic$1.09bn
  • Core$530.00m
  • Value-Add$440.00m

Maturity of funds purchased

Average age of funds purchased

The volume-weighted average age of the fund interests purchased in FY 2021 was 5.78 years, compared with 5.72 years in FY 2020.

Types of GP-led secondaries

Types of deals completed

  • Fund restructurings (LPs may sell or roll into a new vehicle)85.0%
  • Purchases of directs from a fund (incumbent manager exits)2.0%
  • Tender offers to LPs (fund not restructured)8.0%
  • Provision of unfunded / dry powder to a fund0.0%
  • Other5.0%

General partners' approach to the secondary market

Liquidations & restructurings

  • More65.9%
  • Similar34.1%

Staples sought by GPs

  • More24.1%
  • Similar70.9%
  • Less5.0%

Restrictiveness on transfers

  • More restrictive11.0%
  • No change86.0%
  • Less restrictive3.0%

Key takeaways

  • GP-ledA secondary transaction initiated by a fund's general partner, commonly involving a continuation vehicle or tender offer. secondaries were 48.8% of volume in FY 2021, with the balance LP-ledAn LP-led secondary: an existing fund investor (a limited partner) sells one or more fund interests to another investor..
  • Fund restructurings were the most common GP-led structure, at 85.0% of deals.

Geography of assets purchased

Share of assets purchased by region

  • North America60.7%
  • Western Europe23.6%
  • Global7.9%
  • Asia-Pacific6.8%
  • Other1.0%

Volume by region (USD bn, YoY)

  • All regions$143.41bn
  • North America $87.03bn+148.7%
  • Western Europe $33.79bn+87.8%
  • Global $11.31bn+205.7%
  • Asia-Pacific $9.70bn+147.7%
  • Other $1.58bn

Key takeaway

  • North America was the largest source of assets purchased in FY 2021, at 60.7% of volume.

Profiles of buyers

Types of buyers (share of volume)

  • Secondary Funds87.8%
  • Funds of Funds9.7%
  • Pensions1.2%
  • Inv. Consultants0.8%
  • Hedge Sec / FoFs0.4%

Locations of buyers (head-office based)

  • North America67.9%
  • Europe30.4%
  • Asia1.7%

Buyers' scope of interest

16.7%

Broadened into other alternative strategies

25.3%

Intend to broaden next year

Activity levels of small, medium and large buyers

BuyersVolumeShareDealsAvg. deal
Large25$116.00bn80.9%926$125.27m
Medium72$25.75bn18.0%1165$22.10m
Small31$1.66bn1.2%244$6.82m

Volume by size of buyer

  • Large 80.9%$116.00bn
  • Medium 18.0%$25.75bn
  • Small 1.2%$1.66bn

Key takeaways

  • Secondary Funds led the buy side in FY 2021 at 87.8% of volume, and 67.9% of buyers were headquartered in North America.
  • The Large tier accounted for 80.9% of reported volume, across 25 buyers.

Deals

Number of deals and average deal size

2,335

Transactions

$61.43m

Average deal size

Deals and deal size by buyer size

Number of deals

  • Large 926
  • Medium 1,165
  • Small 244

Average deal size

  • Large $125.27m
  • Medium $22.10m
  • Small $6.82m

Execution risk

Deals that fell through vs prior period

  • Meaningfully higher9.0%
  • Similar67.2%
  • Meaningfully lower23.8%

Why deals fell through

  • Seller decided not to sell57.1%
  • Adverse portfolio or manager issues uncovered in post-LOI diligence12.5%
  • Disagreement over PSA terms10.7%
  • Adverse economic issues generally / MAC clause7.0%
  • GP did not allow transfer / PTP issues5.3%
  • Another investor exercised their right of first refusal/offer (ROFR/ROFO)3.5%
  • Adverse tax issues uncovered in post-LOI diligence1.8%
  • Disagreement over NAV or post-reference date cash flows1.8%

Seller profiles

Types of sellers in FY 2021

  • Other Fund GPs38.3%
  • Pensions22.2%
  • Fund of Funds / Secondary Funds8.0%
  • Insurance Companies7.3%
  • Family Offices5.9%
  • Endowments / Charities5.2%
  • Banks4.8%
  • Corporate4.4%
  • Sovereign Funds3.7%

Expected sellers over the next six months

  • Direct Investing GPs34.0%
  • Pensions30.0%
  • Sovereign Funds13.0%
  • Fund of Funds / Secondary Funds6.0%
  • Family Offices4.0%
  • Banks1.0%
  • Insurance Companies9.0%
  • Endowments / Charities3.0%
  • Corporate - Balance Sheet (non-financial)0.0%
  • Hedge Funds / Hedge Fund of Funds0.0%

Seller location

Share of volume by seller region

  • North America72.3%
  • Western Europe21.6%
  • Asia-Pacific5.7%
  • Other0.4%

Volume by seller region (USD bn)

  • North America $103.63bn
  • Western Europe $30.97bn
  • Asia-Pacific $8.21bn
  • Other $570.00m

Key takeaways

  • Other Fund GPs (38.3%) and Pensions (22.2%) led selling in FY 2021.
  • Buyers expect Direct Investing GPs to be the single largest source of volume over the next six months, at 34.0%.

Terms & returns

Payment terms

Payment terms

  • 100% cash paid on closing87.8%
  • Partially deferred (e.g. half on close, half in a year)8.0%
  • Other terms / structuring4.2%

Leverage and returns

Level of debt used by buyers vs prior year

  • Meaningfully more13.0%
  • Similar85.7%
  • Less1.3%

Buyers underwrote to an expected gross multiple of 1.54x.

Buyers' target returns

Targeted IRRs (%)

  • VC funds 20.2%
  • PE directs 20.2%
  • LBO funds 15.3%
  • RE funds 14.1%
  • Infra funds 12.0%

Targeted gross multiples (x)

  • PE directs 1.96x
  • VC funds 1.83x
  • LBO funds 1.53x
  • RE funds 1.50x
  • Infra funds 1.46x

Key takeaway

  • 100% cash paid on closing featured in 87.8% of the volume-weighted deal mix, and buyers underwrote to a 1.54x expected gross multipleA return measure equal to total value returned divided by capital invested (e.g. a 2.0x multiple doubles the money)..

Competition

Buyer competition for deals vs prior year

  • Meaningfully higher22.4%
  • Similar76.5%
  • Meaningfully lower1.2%

Intermediation

Volume involving an intermediary

79.6%

Volume involving an intermediary

$114.18bn

Intermediated volume

Outlook

Projected volume for FY 2022

FY 2022 Forecast

$149.28bn

Predicted secondary volume for FY 2022 (+4.1% vs this period)

How buyers expect FY 2022 to compare to this period

  • Meaningfully higher16.1%
  • Similar77.8%
  • Meaningfully lower6.1%

Expected distribution and NAV changes in FY 2022

FY 2022 Expected

+0.4%

Expected change in distributions

+3.4%

Expected change in NAV

Key takeaway

  • Buyers project $149.28bn of volume in FY 2022, +4.1% against FY 2021. They also expect distributions to move +0.4% and NAVsNet asset value — the reported value of a fund's underlying holdings at a point in time. +3.4%.

Methodology

This edition summarises Setter Capital's semi-annual survey of the most active global buyers in the secondary market for alternative investments. Volume is defined as total exposure (NAV + unfunded, in USD) purchased in deals where a binding agreement was entered into during full-year 2021.

Source: Setter Capital Volume Report — FY 2021. The published PDF remains canonical.

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Source: Setter Capital Volume Report. Volume is defined as total exposure (NAV + unfunded, USD) in deals with a binding agreement entered into during the reporting period.

V4 preview — figures are transcribed from the published reports; the published PDF remains canonical.