The IPO no longer holds the same monopoly over a company’s trajectory because private markets have developed enough liquidity infrastructure that companies can raise capital and provide investor exits without ever filing an S-1 and ringing the bell. The trend is increasingly visible in private markets, where LP-led secondaries reached $56 billion and GP-led transactions $47 billion in the first half of 2025, a 68% year-over-year jump, according to Jefferies. Full-year activity is expected to break $210 billion, the market’s first time crossing that threshold.

Among the most significant of these new structures are continuation vehicles, which allow sponsors to move one or more assets into a new vehicle funded by secondary capital. Existing LPs can sell or roll forward, and the structure releases cash for those who want out, while sponsors keep high-conviction positions and reset valuations without a public listing. Vista’s $5.6 billion continuation vehicle backed by Cloud Software Group remains one of the most prominent examples, allowing the firm to transfer one of its highest-profile software portfolios into a new secondary-backed vehicle while providing liquidity to existing LPs and retaining control of a trophy asset. Nearly three-quarters of large private equity firms have now executed at least one continuation deal. What once required a roadshow and the fanfare of ringing the bell can now happen in a controlled, negotiated process between a defined set of investors.

LP-led secondaries perform a similar role at the fund level. Instead of liquidating companies, investors can now sell fund interests directly. That allows otherwise illiquid fund interests to change hands through privately negotiated sales. Recent deals have cleared at roughly 90% of NAV, though outcomes depend heavily on the fund’s quality, vintage, and how much competitive tension sellers can generate. Importantly, the buyer universe has deepened materially, with a growing pool of specialized secondaries investors creating a quasi-exchange-like market.

At the company level, tender offers and structured late-stage rounds serve a comparable purpose. Through a tender offer, private companies can orchestrate controlled liquidity events that allow employees or early backers to monetize paper gains without forcing a listing. Structured rounds can achieve much the same result by pairing fresh primary capital with a secondary component, allowing founders to retain control while investors reset portfolio marks at a new valuation.

Above all, the IPO window has remained narrow, forcing even category leaders to seek alternative paths. At the same time, there are record levels of dry powder in buyout and secondary funds fueling demand for creative dealmaking. Many LPs are also facing liquidity pressure from the denominator effect, as public market declines have left them overallocated to private assets and are therefore in need of ways to rebalance. GPs, meanwhile, are increasingly motivated to hold their strongest performers longer to capture full value creation rather than selling prematurely.

These broader market shifts are increasingly coming up in our discussions with boards and investors around liquidity strategy and have become a central part of planning. What we’re seeing is a greater willingness to use private-market structures to solve for liquidity and ownership transition without immediately pursuing a public listing. In the transactions we’ve advised on, we’ve seen continuation vehicles, structured secondaries, and in some cases tender offers increasingly evaluated alongside traditional exit routes. In several cases, we have worked with founders and boards to evaluate which of these structures best addresses specific liquidity or ownership objectives, and have seen these alternatives deliver better-aligned outcomes in situations where a traditional sale or IPO would have been premature or unnecessarily disruptive. In our view, the most effective approach is to move beyond the traditional binary sell-or-hold mindset - first identifying where liquidity is actually needed, and then selecting a structure that addresses that need without unnecessarily disrupting the cap table or long-term flexibility of the company.

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