Setter Volume Report — global secondary market volume, FY 2022

20th Edition

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

Total volume

Total secondary market volume was $101.51bn in FY 2022, down 29.2% from $143.41bn in FY 2021.

Types of assets purchased (FY 2022, USD bn)

  • All assets purchased$101.51bn
  • Private Equity $93.67bn−29.7%
  • Infrastructure $4.53bn−0.9%
  • Real Estate $2.98bn−39.5%
  • Hedge Funds $200.00m−47.5%
  • Agriculture / Timber $140.00m−56.7%

Reported activity vs FY 2021

  • Meaningfully higher18.1%
  • Similar38.9%
  • Meaningfully lower43.1%

Key takeaway

  • 18.1% of respondents reported meaningfully higher activity than FY 2021, against 43.1% reporting meaningfully lower.

Assets purchased

LP-led vs. GP-led secondaries

$56.03bn

LP-led volume

$45.48bn

GP-led volume

44.8%

GP-led share of volume

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

  • LP-led55.2%
  • GP-led44.8%

Direct purchases split PE vs RE

  • PE directs97.3%
  • RE directs2.7%

Breakdown of LP-led fund secondaries

  • All LP-led fund secondaries$55.99bn
  • Private equity $49.36bn−24.9%
  • Infrastructure $4.53bn−7.8%
  • Real Estate $1.76bn−14.3%
  • Hedge Funds $200.00m−39.7%
  • Agriculture / Timber $140.00m−62.3%

Types of funds purchased

Private equity funds (USD bn)

  • LBO$39.02bn
  • VC$4.40bn
  • Debt$3.33bn
  • Fund of Funds$2.44bn
  • Energy$178.00m

Real estate funds (USD bn)

  • Core$880.00m
  • Opportunistic$510.00m
  • Value-Add$370.00m

Maturity of funds purchased

Average age of funds purchased

The volume-weighted average age of the fund interests purchased in FY 2022 was 5.25 years, compared with 5.78 years in FY 2021.

Types of GP-led secondaries

Types of deals completed

  • Fund restructurings (LPs may sell or roll into a new vehicle)71.0%
  • Purchases of directs from a fund (incumbent manager exits)4.0%
  • Tender offers to LPs (fund not restructured)15.0%
  • Provision of unfunded / dry powder to a fund0.0%
  • Other10.0%

General partners' approach to the secondary market

Liquidations & restructurings

  • More36.0%
  • Similar59.0%
  • Less5.0%

Staples sought by GPs

  • More41.9%
  • Similar53.1%
  • Less5.0%

Restrictiveness on transfers

  • More restrictive5.0%
  • No change87.0%
  • Less restrictive8.0%

Key takeaways

  • GP-ledA secondary transaction initiated by a fund's general partner, commonly involving a continuation vehicle or tender offer. secondaries were 44.8% of volume in FY 2022, 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 71.0% of deals.

Geography of assets purchased

Share of assets purchased by region

  • North America63.6%
  • Western Europe23.9%
  • Global6.6%
  • Asia-Pacific4.8%
  • Other1.1%

Volume by region (USD bn, YoY)

  • All regions$101.51bn
  • North America $64.52bn−25.9%
  • Western Europe $24.31bn−28.1%
  • Global $6.65bn−41.2%
  • Asia-Pacific $4.82bn−50.3%
  • Other $1.21bn

Key takeaway

  • North America was the largest source of assets purchased in FY 2022, at 63.6% of volume.

Profiles of buyers

Types of buyers (share of volume)

  • Secondary Funds85.8%
  • Funds of Funds10.8%
  • Inv. Consultants2.0%
  • Hedge Sec / FoFs1.4%

Locations of buyers (head-office based)

  • North America69.6%
  • Europe28.5%
  • Asia1.9%

Buyers' scope of interest

10.0%

Broadened into other alternative strategies

20.0%

Intend to broaden next year

Activity levels of small, medium and large buyers

BuyersVolumeShareDealsAvg. deal
Large23$77.00bn75.9%680$113.16m
Medium65$22.55bn22.2%951$23.72m
Small41$1.96bn1.9%288$6.81m

Volume by size of buyer

  • Large 75.9%$77.00bn
  • Medium 22.2%$22.55bn
  • Small 1.9%$1.96bn

Key takeaways

  • Secondary Funds led the buy side in FY 2022 at 85.8% of volume, and 69.6% of buyers were headquartered in North America.
  • The Large tier accounted for 75.9% of reported volume, across 23 buyers.

Deals

Number of deals and average deal size

1,919

Transactions

$52.89m

Average deal size

Deals and deal size by buyer size

Number of deals

  • Large 680
  • Medium 951
  • Small 288

Average deal size

  • Large $113.16m
  • Medium $23.72m
  • Small $6.81m

Execution risk

Deals that fell through vs prior period

  • Meaningfully higher36.0%
  • Similar51.3%
  • Meaningfully lower12.7%

Why deals fell through

  • Seller decided not to sell71.3%
  • GP did not allow transfer / PTP issues5.8%
  • Adverse portfolio or manager issues uncovered in post-LOI diligence5.7%
  • Adverse tax issues uncovered in post-LOI diligence3.9%
  • Disagreement over PSA terms3.8%
  • Disagreement over NAV or post-reference date cash flows3.8%
  • Adverse economic issues generally / MAC clause3.8%
  • Another investor exercised their right of first refusal/offer (ROFR/ROFO)1.9%

Seller profiles

Types of sellers in FY 2022

  • Other Fund GPs30.1%
  • Pensions27.6%
  • Insurance Companies9.0%
  • Banks6.8%
  • Family Offices6.8%
  • Endowments / Charities5.7%
  • Fund of Funds / Secondary Funds5.7%
  • Sovereign Funds4.7%
  • Corporate3.4%

Expected sellers over the next six months

  • Other Fund GPs (non FoF or Sec Funds)10.0%
  • Pensions43.0%
  • Sovereign Funds3.0%
  • Fund of Funds / Secondary Funds2.0%
  • Family Offices7.0%
  • Banks6.5%
  • Insurance Companies17.0%
  • Endowments / Charities7.0%
  • Corporate - Balance Sheet (non-financial)4.0%
  • Hedge Funds / Hedge Fund of Funds0.3%

Seller location

Share of volume by seller region

  • North America62.5%
  • Western Europe22.7%
  • Asia-Pacific13.2%
  • Other1.6%

Volume by seller region (USD bn)

  • North America $63.49bn
  • Western Europe $23.01bn
  • Asia-Pacific $13.39bn
  • Other $1.62bn

Key takeaways

  • Other Fund GPs (30.1%) and Pensions (27.6%) led selling in FY 2022.
  • Buyers expect Pensions to be the single largest source of volume over the next six months, at 43.0%.

Terms & returns

Payment terms

Payment terms

  • 100% cash paid on closing71.9%
  • Partially deferred (e.g. half on close, half in a year)25.2%
  • Preferred equity1.3%
  • Earn-out (large cash component on closing)0.9%
  • Other terms / structuring0.7%

Leverage and returns

Level of debt used by buyers vs prior year

  • Meaningfully more5.5%
  • Similar49.3%
  • Less45.2%

Buyers underwrote to an expected gross multiple of 1.55x.

Buyers' target returns

Targeted IRRs (%)

  • VC funds 20.9%
  • PE directs 19.7%
  • LBO funds 16.1%
  • RE funds 14.2%
  • Infra funds 12.2%

Targeted gross multiples (x)

  • VC funds 1.99x
  • PE directs 1.93x
  • LBO funds 1.58x
  • RE funds 1.53x
  • Infra funds 1.48x

Key takeaway

  • 100% cash paid on closing featured in 71.9% of the volume-weighted deal mix, and buyers underwrote to a 1.55x 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 higher5.1%
  • Similar69.6%
  • Meaningfully lower25.3%

Intermediation

Volume involving an intermediary

70.5%

Volume involving an intermediary

$71.59bn

Intermediated volume

Outlook

Projected volume for FY 2023

FY 2023 Forecast

$129.19bn

Predicted secondary volume for FY 2023 (+27.3% vs this period)

How buyers expect FY 2023 to compare to this period

  • Meaningfully higher32.8%
  • Similar67.0%
  • Meaningfully lower0.2%

Expected distribution and NAV changes in FY 2023

FY 2023 Expected

−1.4%

Expected change in distributions

−1.4%

Expected change in NAV

Key takeaway

  • Buyers project $129.19bn of volume in FY 2023, +27.3% against FY 2022. They also expect distributions to move −1.4% and NAVsNet asset value — the reported value of a fund's underlying holdings at a point in time. −1.4%.

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 2022.

Source: Setter Capital Volume Report — FY 2022. The published PDF remains canonical.

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Setter Capital advises buyers and sellers across the global secondary market.

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.