Setter Volume Report — global secondary market volume, H1 2022

19th Edition

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

Total volume

Total secondary market volume was $57.84bn in H1 2022, up 5.3% from $54.93bn in H1 2021.

Types of assets purchased (H1 2022, USD bn)

  • All assets purchased$57.84bn
  • Private Equity $53.76bn+3.6%
  • Infrastructure $1.93bn+112.6%
  • Real Estate $1.85bn+0.2%
  • Hedge Funds $220.00m+42.3%
  • Agriculture / Timber $76.00m−11.4%

Reported activity vs H1 2021

  • Meaningfully higher25.5%
  • Similar62.2%
  • Meaningfully lower12.2%

Key takeaway

  • 25.5% of respondents reported meaningfully higher activity than H1 2021, against 12.2% reporting meaningfully lower.

Assets purchased

LP-led vs. GP-led secondaries

$30.60bn

LP-led volume

$27.24bn

GP-led volume

47.1%

GP-led share of volume

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

  • LP-led52.9%
  • GP-led47.1%

Direct purchases split PE vs RE

  • PE directs97.4%
  • RE directs2.6%

Breakdown of LP-led fund secondaries

  • All LP-led fund secondaries$30.58bn
  • Private equity $27.21bn+34.8%
  • Infrastructure $1.93bn+112.6%
  • Real Estate $1.14bn+68.5%
  • Hedge Funds $220.00m+42.3%
  • Agriculture / Timber $76.00m−11.4%

Types of funds purchased

Private equity funds (USD bn)

  • LBO$19.43bn
  • VC$3.77bn
  • Fund of Funds$2.81bn
  • Debt$1.05bn
  • Energy$157.00m

Real estate funds (USD bn)

  • Value-Add$512.00m
  • Opportunistic$431.00m
  • Core$199.00m

Maturity of funds purchased

Average age of funds purchased

The volume-weighted average age of the fund interests purchased in H1 2022 was 5.11 years, compared with 5.78 years in H1 2021.

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)9.0%
  • Tender offers to LPs (fund not restructured)3.0%
  • Provision of unfunded / dry powder to a fund0.0%
  • Other3.0%

General partners' approach to the secondary market

Liquidations & restructurings

  • More18.6%
  • Similar74.4%
  • Less7.0%

Staples sought by GPs

  • More21.0%
  • Similar68.6%
  • Less10.4%

Restrictiveness on transfers

  • More restrictive3.0%
  • No change89.0%
  • 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 47.1% of volume in H1 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 85.0% of deals.

Geography of assets purchased

Share of assets purchased by region

  • North America66.1%
  • Western Europe19.2%
  • Global9.4%
  • Asia-Pacific4.2%
  • Other1.1%

Volume by region (USD bn, YoY)

  • All regions$57.84bn
  • North America $38.20bn+0.4%
  • Western Europe $11.11bn+3.8%
  • Global $5.46bn+105.7%
  • Asia-Pacific $2.40bn−23.9%
  • Other $670.00m

Key takeaway

  • North America was the largest source of assets purchased in H1 2022, at 66.1% of volume.

Profiles of buyers

Types of buyers (share of volume)

  • Secondary Funds84.2%
  • Funds of Funds12.9%
  • Pensions1.4%
  • Inv. Consultants0.8%
  • Hedge Sec / FoFs0.7%

Locations of buyers (head-office based)

  • North America77.3%
  • Europe19.8%
  • Asia2.9%

Buyers' scope of interest

8.2%

Broadened into other alternative strategies

13.7%

Intend to broaden next year

Activity levels of small, medium and large buyers

BuyersVolumeShareDealsAvg. deal
Large23$42.75bn73.9%302$141.33m
Medium52$12.60bn21.8%413$30.53m
Small55$2.49bn4.3%274$9.08m

Volume by size of buyer

  • Large 73.9%$42.75bn
  • Medium 21.8%$12.60bn
  • Small 4.3%$2.49bn

Key takeaways

  • Secondary Funds led the buy side in H1 2022 at 84.2% of volume, and 77.3% of buyers were headquartered in North America.
  • The Large tier accounted for 73.9% of reported volume, across 23 buyers.

Deals

Number of deals and average deal size

989

Transactions

$58.46m

Average deal size

Deals and deal size by buyer size

Number of deals

  • Large 302
  • Medium 413
  • Small 274

Average deal size

  • Large $141.33m
  • Medium $30.53m
  • Small $9.08m

Execution risk

Deals that fell through vs prior period

  • Meaningfully higher33.3%
  • Similar52.8%
  • Meaningfully lower13.9%

Why deals fell through

  • Seller decided not to sell46.9%
  • Adverse economic issues generally / MAC clause24.6%
  • Adverse portfolio or manager issues uncovered in post-LOI diligence8.1%
  • Adverse tax issues uncovered in post-LOI diligence6.2%
  • GP did not allow transfer / PTP issues6.0%
  • Disagreement over NAV or post-reference date cash flows4.0%
  • Disagreement over PSA terms2.0%
  • Another investor exercised their right of first refusal/offer (ROFR/ROFO)2.0%

Seller profiles

Types of sellers in H1 2022

  • Other Fund GPs32.8%
  • Pensions32.3%
  • Endowments / Charities7.9%
  • Family Offices6.7%
  • Fund of Funds / Secondary Funds5.7%
  • Sovereign Funds4.5%
  • Corporate4.5%
  • Banks2.8%
  • Insurance Companies2.7%

Expected sellers over the next six months

  • Other Fund GPs (non FoF or Sec Funds)8.0%
  • Pensions38.0%
  • Sovereign Funds12.0%
  • Fund of Funds / Secondary Funds7.0%
  • Family Offices7.0%
  • Banks0.5%
  • Insurance Companies10.0%
  • Endowments / Charities6.0%
  • Corporate - Balance Sheet (non-financial)12.0%
  • Hedge Funds / Hedge Fund of Funds0.0%

Seller location

Share of volume by seller region

  • North America78.3%
  • Western Europe12.1%
  • Asia-Pacific5.5%
  • Other4.1%

Volume by seller region (USD bn)

  • North America $45.27bn
  • Western Europe $7.00bn
  • Asia-Pacific $3.20bn
  • Other $2.37bn

Key takeaways

  • Other Fund GPs (32.8%) and Pensions (32.3%) led selling in H1 2022.
  • Buyers expect Pensions to be the single largest source of volume over the next six months, at 38.0%.

Terms & returns

Payment terms

Payment terms

  • 100% cash paid on closing87.6%
  • Partially deferred (e.g. half on close, half in a year)7.0%
  • Earn-out (large cash component on closing)3.0%
  • Preferred equity1.7%
  • Other terms / structuring0.7%

Leverage and returns

Level of debt used by buyers vs prior year

  • Meaningfully more3.1%
  • Similar84.4%
  • Less12.5%

Buyers underwrote to an expected gross multiple of 1.52x.

Buyers' target returns

Targeted IRRs (%)

  • VC funds 20.2%
  • PE directs 19.4%
  • LBO funds 15.1%
  • RE funds 13.8%
  • Infra funds 11.7%

Targeted gross multiples (x)

  • PE directs 1.98x
  • VC funds 1.87x
  • LBO funds 1.54x
  • RE funds 1.50x
  • Infra funds 1.45x

Key takeaway

  • 100% cash paid on closing featured in 87.6% of the volume-weighted deal mix, and buyers underwrote to a 1.52x 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 higher1.3%
  • Similar72.4%
  • Meaningfully lower26.3%

Intermediation

Volume involving an intermediary

73.1%

Volume involving an intermediary

$42.25bn

Intermediated volume

Outlook

Projected volume for H2 2022

H2 2022 Forecast

$113.58bn

Predicted secondary volume for H2 2022 (−20.8% vs this period)

How buyers expect H2 2022 to compare to this period

  • Meaningfully higher12.9%
  • Similar58.5%
  • Meaningfully lower28.6%

Expected distribution and NAV changes in H2 2022

H2 2022 Expected

−3.5%

Expected change in distributions

−3.6%

Expected change in NAV

Key takeaway

  • Buyers project $113.58bn of volume in H2 2022, −20.8% against H1 2022. They also expect distributions to move −3.5% and NAVsNet asset value — the reported value of a fund's underlying holdings at a point in time. −3.6%.

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 H1 2022.

Source: Setter Capital Volume Report — H1 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.