Financial Services Capital Markets & Investment Management Growth Equity

Secondary Transactions

High-stakes financial decisions requiring trust, structured diligence, and coordinated stakeholders.

Lexington Partners Ardian Hamilton Lane Coller Capital
Inside this journey
  1. Pre-Discovery

    Align the room on outcomes, decision process, and constraints before deeper discovery.

    1. Stakeholder Alignment

      Confirm decision roles, internal and advisory stakeholders, confidentiality needs, and a target timeline for a potential sale.

      Alignment Questions

      Quick introductions — who are we meeting today?

      • Who is the primary contact for this opportunity (name, role, email)?
      • Which internal roles should we expect to engage during this process? Options: CIO/Head of Private Markets, Head of Treasury/ALM, CFO, General Counsel/Legal, Board/Investment Committee, External Advisor/Placement Agent, Other
      • What is the single most important objective you have for a potential sale right now? Options: Immediate liquidity, Reduce concentration, De-risk balance sheet, End relationship with GP, Regulatory/compliance needs, Tax planning, Other
      • Have you transacted in the secondaries market before? Tell us briefly what happened. Options: Multiple times (internal process well-defined), A few times (learning still ongoing), Once, Never
      • How confidential should our outreach and process be at this stage? Options: Absolute confidentiality — no market leak, Controlled outreach via advisors only, Targeted limited outreach, Open process/auction, Unsure — need guidance

      If nothing changes, where will this holding leave you?

      • If this position remains unchanged for 12 months, what operational or strategic consequences do you foresee? Options: Increased concentration risk, Liquidity shortfall, Pressure on target allocations, Missed rebalancing opportunity, Fiduciary concerns, Other
      • What triggered the idea to consider a sale now—what changed recently? Options: Rebalancing needs, Capital calls vs distributions, Organizational change (M&A/leader change), Regulatory/tax timing, GP/portfolio concerns, Other
      • How urgent is the need for proceeds on a scale from 1–5, and why did you pick that number? Options: 1 - No rush, 2 - Low priority, 3 - Moderate urgency, 4 - High, 5 - Critical
      • What emotions or pressures are front of mind for you or your board around this decision?
      • Who internally is most concerned about the downside of delaying a sale, and what are they worried about specifically?

      What would a failed sale actually cost you?

      • If we attempted a sale and it fell apart, what would 'failure' look like to your stakeholders? Options: No buyer interest, Material price gap, LP consent denied, Reputational/relationship damage, Operational delays/costs, Other
      • Which stakeholders would feel the most pain if a transaction didn’t close? Options: CIO/Investment team, Treasury/CFO, Board/Investment Committee, Beneficiary/stakeholders, External advisor, Other
      • How would a failed process affect your reporting, audits, or regulatory obligations?
      • What are the non‑financial risks that matter most here (e.g., reputational, strategic, GP relationships)? Options: Reputation with GPs, Future deal access, Counterparty trust, Internal stakeholder confidence, Other
      • What would convince you that the potential downside of trying to sell is worth taking?

      The portfolio up close — what’s hiding behind the line items?

      • Which asset types are included in the package you’re considering to sell? Options: Single-fund LP interests, Multi-fund portfolio, Direct private company stakes, GP-led continuation stakes, Preferred equity/structured notes, Other
      • Which individual positions are likely to drive most of the value or friction (top 5 by NAV or concentration)? Please list tickers/names or describe.
      • Are there known valuation complexities we should expect (e.g., stale NAVs, earnouts, clawbacks, contingent liabilities)? Options: Stale NAVs, Earnout provisions, Clawbacks/GC obligations, Preferred returns waterfall issues, Undisclosed side letters, None/clean
      • What is the vintage distribution and average age of the underlying fund positions? Options: Mostly <5 years, Mostly 5–8 years, Mostly 8–12 years, Mostly >12 years, Mixed
      • What level of granularity can you provide immediately (full waterfall and cap table vs summary NAVs only)? Options: Full waterfall + cap table, Detailed fund-level cashflow schedules, NAVs and capital statements only, Partial data room readiness, Unsure — need guidance
      • Are there portfolio elements likely to surprise a buyer (concentration, single-asset exposure, large unrealized holdings)? Tell us which and why.

      Who holds the keys — permissions, consents, and politics

      • Which third-party consents are required to complete a transfer, and from whom? Options: LP consent, GP consent, Co-investor approvals, Regulatory approvals, None/transferable by contract, Unsure
      • Internally, whose approval is mandatory before a binding commitment (and who is advisory only)? Options: Investment Committee, CIO, CFO/Treasury, Legal/Compliance, Board, Other
      • What is the typical timeline for those approvals and what are the common sticking points?
      • Have you faced consent hurdles in previous transfers? If so, what resolved them and what blocked them?
      • Who are the external advisors we should coordinate with (law firms, secondary advisers, placement agents)? Provide names/roles if possible.
      • How comfortable are your stakeholders with exclusivity or a limited-shop process? Options: Comfortable (for speed/certainty), Prefer open market/auction, Neutral / depend on terms, Not comfortable

      Price and structure — which trade-offs are you willing to make?

      • Would you prioritize a higher headline price with execution risk, or a cleaner, certain close at a modest discount? Options: Higher price, potentially longer/uncertain process, Certainty and speed at a modest discount, Need both — please propose balanced options, Unsure — want our recommendation
      • Which of the following structures would you consider acceptable? Options: Full cash at close, Deferred payments/notes, Escrow with release schedule, Earnout tied to portfolio performance, Preferred equity/pari-passu hybrid, GP-led continuation structure
      • Do you have a minimum economic threshold or target price range we should be aware of (percent of NAV or absolute)? Options: >95% NAV, 85–95% NAV, 70–85% NAV, <70% NAV, Prefer not to state, Provide a range in next field
      • If you selected 'Provide a range', please specify the economic floor and target (e.g., 75–90% of NAV or $X–$Y).
      • Are there tax, accounting, or regulatory design considerations that would rule out certain structures? Options: Yes — tax constraints, Yes — accounting/valuation rules, Yes — regulatory/charter limits, No material constraints, Unsure — need counsel input
      • Would you be open to a two‑stage approach (indicative now, binding later) that uses deferred components to bridge valuation gaps? Options: Yes, Maybe — depends on terms, No

      If we asked for a two‑week binding indicative, what would break?

      • What is your ideal target close date and why does that timing matter? Options: Within 2–4 weeks, 1–3 months, 3–6 months, 6+ months, Date driven by external event (specify)
      • How complete is your diligence package today (documentation, capital account statements, waterfall models)? Options: Complete and ready, Mostly ready (some gaps), Partial — need time to compile, Minimal — will require significant work
      • What specific documents or approvals are outstanding that could delay closing?
      • Where will funding come from on your side (internal cash, treasury lines, sale to meet call obligations)? Options: Internal liquidity, Committed credit lines, Sale proceeds expected, Other
      • Do you have preferred settlement mechanics (custodian involvement, escrow agent, currency preferences)? Options: Standard escrow agent, Custodian facilitated, Direct settlement, Other — specify
      • What contingency would you want built into the timeline if a consent or tax opinion takes longer than expected?

      How will we know we did right by you?

      • What are the top three success signals you’ll use to evaluate this transaction post-close? Options: Net proceeds delivered on timeline, Minimal market leakage / confidentiality preserved, No adverse LP/GP relationships, Clean transfer and accounting updates, Predictable ongoing servicing, Other
      • What post-close reporting, servicing, or governance handoffs do you expect from a buyer? Options: Detailed accounting updates, Quarterly performance reporting, Earnout management, GP engagement handover, No ongoing reporting required, Other
      • If this deal exceeds your expectations, how would you like that success to be documented or shared internally? Options: Formal case study, Executive summary memo, Internal presentation to board, Simple confirmation email, Other
      • What would cause you to recommend our firm internally after closing?
      • Are you open to a short exclusivity period to help deliver price certainty and a cleaner process? Options: Yes — comfortable, Maybe — need to define terms, No — prefer open process
      • What are the next three practical steps you need from us to feel comfortable proceeding?
    2. Portfolio Intake & Confidentiality

      Capture portfolio composition, transfer restrictions, adviser process, and required confidentiality and legal controls.

      Intake Checklist

      Quick intro — where we start together

      • In one short sentence, describe the parcel of private markets assets you’re considering to monetize (focus on fund types, vintage range, and any notable concentrations).
      • Approximate notional / NAV of the package you’re exploring today? Options: <$10m, $10–50m, $50–200m, $200–500m, $500m–1bn, >$1bn, Prefer not to disclose
      • Which asset types does this package contain? Options: Private Equity LP interests, Venture Capital LP interests, Real Estate LP interests, Infrastructure, Direct secondary stakes in private companies, Co-investments, Preferred equity / structured instruments, Other
      • How concentrated is the package in terms of underlying positions? Options: Single fund / position, 2–10 positions, 11–50 positions, 51–200 positions, >200 positions
      • Who will be our primary internal point of contact for day-to-day coordination?

      Is anything secret (that needs to stay secret)?

      • If market knowledge of this sale leaked, what specific harm would you most fear (pricing pressure, LP/GP relationships, regulatory scrutiny, reputational impact)? Options: Pricing pressure, Damaged GP relationship, LP concerns/withdrawals, Regulatory attention, Reputational impact, Other
      • Which counterparties or groups absolutely must not be notified or identified during outreach? Options: Specific LPs (names), General LP base, GPs / management teams, Competitors/industry peers, Public markets/press, Other
      • Do any governing documents or GP requests already require a specific confidentiality posture (e.g., strict NDAs, redaction requirements)? Options: Yes — strict NDA required by GP/LPA, Yes — standard confidentiality acceptable, No explicit requirement, Unsure / need counsel review
      • What level of anonymization would you prefer for initial buyer outreach? Options: Full anonymization (no identifiers), High-level summary only, Partial redaction (GP names withheld), No redaction
      • Have you experienced leakage or adverse market noise from past sale processes? If yes, briefly describe the event and material impact.

      What’s really in the box?

      • How confident are you that the inventory you’d provide today fully captures economic exposure and transfer mechanics for each position? Options: Highly confident, Mostly confident (some gaps), Significant uncertainties, Very incomplete
      • Which of the following documents can you provide immediately to support valuation and transfer assessment? Options: Executed LPAs, Capital account schedules, Recent K-1s / tax statements, GP financial statements / NAV support, Cashflow waterfalls / distributions history, Side letters and bespoke agreements, Other
      • Where does the underlying data live today (select all that apply)? Options: Excel / CSV extracts, Administrator / custodian portal, Existing data room (iDeals/Intralinks/DocSend), Internal treasury or ERP, Paper / scanned files, Other
      • Roughly how many unique underlying funds/companies are represented in this package? Options: Single position, 2–10, 11–50, 51–200, >200, Unknown / need to compile
      • Are there any known contingent liabilities, unresolved valuation disputes, or post-close adjustments tied to specific positions? Options: Yes — material issues, Yes — minor issues, No known issues, Unsure — need review

      People, advisors, and the process map

      • Who do you believe really controls the decision to transact — and is that decision-maker aligned with your public timeline?
      • Which external advisors are currently engaged or expected to support this sale? Options: Secondary advisor / intermediary, Seller-side legal counsel, Tax advisor, Placement agent, Investment consultant, None yet, Other
      • Do you expect a competitive, multi-bid process or a bilateral / targeted negotiation? Options: Competitive auction, Structured limited buyer list, Bilateral / single buyer, GP-led continuation process, Undecided
      • Will any advisor require exclusivity, staged retainer, or a preferred-bidder period that affects timing? Options: Yes — exclusivity required, Yes — staged exclusivity, No exclusivity expected, Unsure / dependent on advisor
      • Outside of advisors, which internal stakeholders must review or sign off on price and transfer terms? Options: CIO / Head of Private Markets, Investment Committee / Board, Treasury / CFO, Legal / Compliance, Risk / Operations, Other

      Deal gates, consent, and transfer frictions

      • Which single transfer gate worries you most as a potential deal-breaker (LP consent, ROFR/ROFO, GP approvals, regulatory clearances)? Options: LP consent, ROFR / ROFO, GP approval with conditions, Regulatory / FDI / sector clearance, Tax or accounting constraints, Other
      • Which transfer restrictions do you already know exist in the governing documents? Options: Absolute prohibition, Consent required, ROFR / ROFO, GP approval with conditions, Standard transfer protocol, Not reviewed yet
      • Estimate how many LP consents may be required (if any), and whether any LPs are likely to be uncooperative. Options: None, 1–5 consents, 6–20 consents, 21–50 consents, >50 consents, Unknown / need to review
      • Are there side letters or bespoke economics that materially change who can buy or the economics of a transfer? Options: Yes — materially alters transfer/economics, Yes — minor adjustments, No side-letter constraints, Unknown / need review
      • Which jurisdictions or regulator types could meaningfully slow or block a transfer? Options: US (SEC/FINRA/OFAC), EU member states, UK, China / APAC regulators, Insurance regulators, None expected, Other

      Legal controls and data access — how tight do you want to be?

      • Would you rather slow diligence to enforce tight controls, or move faster accepting increased disclosure risk? Options: Prefer to protect confidentiality even if slower, Prefer to accelerate even if some disclosure risk, Need a balanced approach, Undecided
      • Which legal protections must be in place before any substantive diligence begins? Options: Mutual NDA, Data room access agreement, Limited-purpose covenant, Security attestation from buyer, Other
      • Do you have a preferred data room provider or technical requirements for access? Options: iDeals, Intralinks, DocSend, Dropbox/Box, Internal secure portal, No preference, Other
      • Which document-level protections are mandatory (watermarking, view-only, MFA, IP restrictions)? Options: Document watermarking, View-only access, MFA / SSO, IP / geofence restrictions, Download disabled, No special controls required, Other
      • Who in your team will be responsible for managing the data room and responding to diligence questions?

      Pricing, payment mechanics, and contingencies — how should they behave?

      • If a buyer proposes deferred or contingent payments to bridge valuation gaps, what would be a non-starter for you?
      • Which commercial instruments are you willing to consider? Options: Upfront cash only, Deferred payments, Performance-based earnout, Preferred equity, Seller financing, Escrow for indemnities, Other
      • Do tax, accounting, or internal policy constraints limit which structures you can accept? Options: Yes — material constraints, Yes — minor constraints, No constraints, Unsure / need tax review
      • How important is receiving a binding indicative price within two weeks to your decision to proceed? Options: Critical, Important but flexible, Nice to have, Not necessary
      • What level of pricing certainty do you require before committing to in-depth due diligence? Options: Firm binding price, Tight indicative range, Wide indicative range, Exploratory discussions first

      Timeline, urgency, and what winning looks like

      • If this process took twice as long as you expect, what internal plans or obligations would be most at risk?
      • What is your target close window? Options: 0–30 days, 30–60 days, 60–90 days, 3–6 months, 6–12 months, No firm timeline
      • How flexible is that timeline if transfer consents or regulatory steps require more time? Options: Not flexible, Somewhat flexible (+30–60 days), Flexible (+3–6 months), Completely flexible
      • Beyond price, which outcome matters most to you (select up to three)? Options: Confidentiality maintained, No LP retrades, On-time close, Minimal operational burden, Tax-efficient outcome, Limited internal time commitment, Other
      • If we could guarantee one thing beyond price to make this transaction successful, what would you choose? Options: Speed to close, No public leakage, Highest certainty of closing, Minimal internal disruption, Tax optimization, Other

      Finishing touches — decision rights and next steps

      • What internal roadblocks have caused similar deals to stall for you in the past?
      • Who holds final sign-off authority and which internal approvals are required before a binding commitment? Options: CIO / Head of Private Markets, Investment Committee / Board, Treasury / CFO, Legal / Compliance, Risk / Operations, Other
      • Would you prefer we (a) send a focused data request + NDA, (b) schedule a call to walk through the portfolio, or (c) do both at once to accelerate momentum? Options: Send data request + NDA, Schedule an exploratory call first, Both simultaneously, Other
      • List the three most important documents or items you can provide within five business days to speed evaluation.
      • Are there any immediate red flags, constraints, or deadlines we should be aware of before we begin outreach to buyers?
  2. Customer Discovery

    Clarify the seller’s liquidity drivers, target price/timing, permitted deal structures, and success signals.

    Discovery Questions

    Tell Us What Brought You Here — In One Line

    • In one sentence, what prompted you to explore liquidity for these positions right now?
    • Which of the following best describes the portfolio you’re considering selling? Options: Mixed fund interests (multiple PE/VC funds), Single-fund LP stake, Direct private company stakes, GP-led continuation vehicle candidate, Other / hybrid
    • Approximate market value of the positions you’re considering (USD)? Options: Under $10M, $10M–$50M, $50M–$250M, $250M–$1B, Over $1B, Prefer to state in a follow-up
    • Who is our primary contact on this opportunity and how do they typically like to be engaged (email, briefings, weekly sync)? Options: CIO/Head of Private Markets, Deputy/Portfolio Manager, Treasury/Finance lead, External adviser/placement agent, Other
    • Do you currently have an adviser or intermediary managing the sale process? If so, who and what’s their role?

    Are You Comfortable Waiting for the Market to Decide?

    • If you chose to wait for broader market conditions to (hopefully) improve, what would be the tangible cost or risk to your organization?
    • How fixed is your timeline—what is the earliest and latest acceptable close date? Options: Close within 2 weeks, 2–6 weeks, 6–12 weeks, 3–6 months, 6+ months / flexible
    • What internal or external events (e.g., audits, budget cycles, board review, M&A, regulatory deadlines) are driving your timeline?
    • What happens if you do not achieve liquidity on your desired timeline—how would that affect funding, reporting, or strategic plans?
    • On a scale from 'purely opportunistic' to 'must-solve now', where does this need sit for you? Options: Must-solve now, High priority this quarter, Preferable this year, Opportunistic / flexible

    What Would ‘Winning’ Look Like — Beyond Just a Number?

    • Aside from headline price, what are the non-negotiable outcomes you need to call this a success (e.g., certainty of close, zero market leakage, tax outcome, LP relationships preserved)?
    • Which of these success signals are most important to you? Options: Highest achievable price, Certainty of close without retrade, Speed to close, Discretion and minimal market exposure, Preservation of LP/GP relationships, Favorable tax/timing outcomes
    • Do you need post-close arrangements (e.g., earnouts, deferred consideration, rollover in continuation vehicle)? If yes, what form do you prefer? Options: All-cash, Partial deferred consideration, Earnout tied to asset performance, Rollover into continuation vehicle, Preferred equity / structured payment, Open to discussion
    • Is maintaining an ongoing relationship with the GP or remaining exposure to upside a priority for you? If so, why? Options: Yes — strategic reasons or upside, Yes — governance/relationship reasons, No — desire full exit, Maybe — depends on terms
    • What would be an acceptable range around your target price (e.g., within 5%, 10–20%, more), and what feels like a deal-breaker? Options: Within 0–5%, 5–10%, 10–20%, Any meaningful discount acceptable for speed/certainty, Not sure—need adviser input

    What Keeps You Up at Night About Selling These Positions?

    • Which of these potential deal risks concerns you most right now? Options: LP consent delays or refusals, GP pushback / reputational risk, Valuation disputes, Tax or regulatory exposures, Market signaling to stakeholders, Operational burden / data quality
    • Have any of these positions ever been subject to transfer restrictions, side letters, or specific consent clauses we should know about? Options: Yes—material restrictions exist, Yes—minor/standard restrictions, No known restrictions, Unsure / need to check
    • Have you previously explored a sale of these assets? If yes, what stopped the process or created problems?
    • How would a public or leaked process impact you internally or externally (board, beneficiaries, portfolio companies)? Options: Significant negative impact, Moderate impact; manageable, Minimal impact, Prefer not to disclose publicly
    • Do you anticipate any tax, regulatory, or compliance hurdles we should flag early? Options: Yes—tax issues likely, Yes—regulatory/compliance likely, No known hurdles, Unsure—need review

    How Much Control Over Terms Do You Need (and From Whom)?

    • Which deal structures are permissible under your mandate and approvals? Options: All-cash sale, Partial deferred consideration, Earnout / contingent payments, Rollover into GP-led continuation, Preferred equity / structured financing, Other / bespoke
    • Are you allowed to accept contingent or performance-based components (earnouts), and if so, what limits apply? Options: No contingents allowed, Limited contingents allowed (specify), Contingents acceptable with board sign-off, Unsure—need governance check
    • Would you require an exclusivity period with a preferred counterparty, and for how long? Options: No exclusivity, Short exclusivity (1–2 weeks), Medium exclusivity (2–4 weeks), Long exclusivity (4+ weeks) with board approval, Undecided / depends on terms
    • Are there internal investment committee, board, or regulatory approvals needed to complete the sale? Who signs final approval? Options: Investment committee, Board of directors, CIO or delegated officer, Treasury/Legal sign-off, External adviser must approve, Other
    • Do you have any absolute deal term exclusions (e.g., no GP-led continuation, no earnouts, no public disclosure)? Please list.

    If Price and Timing Were at Odds, What Would You Trade Off?

    • If offered faster close but lower upfront proceeds, would you consider it? What’s the minimum trade-off you’d accept? Options: Yes—speed prioritized over some price (specify), Maybe—depends on structure, No—price outweighs speed, Not sure—need examples
    • Rank the following priorities when evaluating offers (1 most important to 5 least): Price, Certainty of Close, Speed, Discretion, Tax/Accounting outcome. Options: 1, 2, 3, 4, 5
    • Would you accept a larger deferred component if it materially improved headline pricing today? Options: Yes—open to meaningful deferred, Maybe—limited deferred only, No—prefer cash up front, Only with strong legal protections
    • Have you modeled the accounting or P&L impacts for different timing/structure scenarios? If so, what surprised you?

    Who Actually Holds the Keys to Saying Yes?

    • List the people or committees that must approve this transaction and their typical decision timeline.
    • Are there external stakeholders whose views matter (e.g., regulators, major beneficiaries, donors), and what influence do they exert? Options: Regulators, Major beneficiaries/donors, LP advisory committees, Trustees/oversight boards, None / minimal external influence
    • Historically, how long does your approval chain take from term agreement to final sign-off? Options: Under 1 week, 1–2 weeks, 2–4 weeks, 1–3 months, Longer / varies
    • Who on your team can act as the day-to-day counterpart for diligence questions and quick decisions? Options: CIO/Head, Deal lead / Portfolio Manager, Legal counsel, External adviser, No dedicated counterpart yet
    • Are there anticipated blackout periods (board vacations, audit windows, regulatory submission dates) that would slow approvals? Options: Yes—specific blackout dates, Possibly—tbd, No known blackout periods

    Show Us How This Can Be Simple — What Would Make It Effortless?

    • What level of involvement do you want from our team—fully managed execution, collaborative partnership, or high-level pricing only? Options: Fully managed (we run process), Collaborative (you and your adviser), Pricing/indicative only, Undecided
    • Which of these deliverables would reduce your burden most quickly? Options: Binding indicative within two weeks, Pre-populated template for LP consent requests, Valuation summary by asset, Deal term sheet and waterfall model, Data-room checklist and upload assistance
    • What format is your data in and how ready is it for diligence (e.g., deal-level cashflows, capital calls, NAV backing docs)? Options: Data-room ready / well organized, Partially organized (some manual work), Raw spreadsheets / needs standardization, Minimal documentation—will require gathering
    • How discreet must we be in marketing this opportunity and what channels should be restricted? Options: Strict confidentiality—no market outreach, Limited outreach to select buyers, Open market process allowed, Follow adviser guidance
    • If we propose next steps, what’s a realistic earliest date you could provide a full portfolio file and relevant side letters? Options: Within 3 business days, Within 1 week, 1–2 weeks, 2–4 weeks, Longer / need to coordinate
    • What would make you confident enough to accept a binding-indicative offer from us within two weeks? Options: Clarity on transfer mechanics, Satisfactory tax opinion, LP consent path mapped, Robust valuation rationale, Other—please specify
  3. Solution Experience

    Use the seller’s real portfolio scenarios and cashflow assumptions to demonstrate valuation pathways and likely outcomes.

    Experience Meetings

    • Current State & Consequence Alignment
    • Portfolio Assumptions & Cashflow Calibration (Workshop)
    • Valuation Pathways Walk-through (Diagnosis -> Proof -> Validation)
    • Structuring & Outcomes Optimization
    • Validation Sign-off & Path to Indicative Commit
    • Identify any regulatory/tax diligence tasks or LP-consent actions required to make the preferred structure executable.
    • If needed, schedule follow-up clarifier sessions for large data gaps or complex direct positions.
    • One-line Future State Reminder
    • Seller validates that the baseline and alternate valuation pathways accurately reflect their portfolio and priorities.
    • Surface which pathway(s) best deliver the defined future state and reduce the quantified consequence.
    • Capture any model corrections or missing information necessary for final indicative pricing.
    • Deliver the walked-through valuation report with clear annotations tying each output to the seller's stated problem.
    • Seller to provide final confirmations or mark corrections for any model inputs within agreed SLA.
    • Modeling team to run any additional sensitivity scenarios requested during validation and return updated outputs.
    • Recap Validated Pathways
    • Agree on 1-2 preferred deal structures to pursue to indicative terms.
    • Quantify the net-proceeds, timeline and primary risks for each selected structure.
    • Introductions & Objectives
    • Prepare an indicative term sheet for the seller's preferred structure(s) including pricing range, payment mechanics, and key conditions.
    • Engage external tax/regulatory advisors if required and scope deliverables and timing.
    • Map LP consent path and prepare a communications plan if LP engagement is needed.
    • Executive Recap
    • Seller provides explicit validation of the model inputs and chosen structure(s) to proceed to indicative pricing.
    • Clear list of any remaining open items and owners with firm deadlines ahead of indicative pricing.
    • Mutually agreed timeline to issue binding indicative pricing and date for the Solution Scope meeting.
    • Seller to provide final sign-off on validated inputs and a non-binding go/no-go signal to proceed to indicative pricing.
    • CustomerNode to schedule the Solution Scope meeting and circulate pre-reads including the preliminary term sheet and data summary.
    • Document and escalate any unresolved items that could materially change pricing (with responsible parties and deadlines).
    • Produce a single clear current-state sentence describing the seller's portfolio and pain point.
    • Agree and numerically estimate the consequence (cost/time/risk) of not securing liquidity within the target timeline.
    • Confirm decision-makers, delegate data owners, and agree on required data deliverables for the modeling phase.
    • Seller to provide the full portfolio position list, recent cashflow history, and any transfer restriction documents within 3 business days.
    • CustomerNode team to draft the one-sentence current-state statement and consequence estimate and circulate for seller confirmation.
    • Assign primary points of contact for data questions and sign-off (names and contact info).
    • Recap & Objective of Workshop
    • Lock the position-level cashflow assumptions for the baseline and 2 alternate scenarios.
    • Agree the sensitivity ranges and the primary value drivers to spotlight in the experience.
    • Identify and assign owners to resolve any data gaps before modeling begins.
    • Modeling team to ingest seller data and return a preliminary input workbook with assumptions highlighted for confirmation.
    • Seller to confirm or correct highlighted assumptions within agreed SLA (e.g., 48 hours).
    • Structure Options Overview
    • Model Methodology Recap
    • Data Walk-through
    • Validation Review
    • One-sentence Current State
    • Net-Proceeds & Timing Comparison
    • Cashflow Assumptions Calibration
    • Baseline Valuation Walk-through
    • Quantify Consequences
    • Commitment Signal Request
    • Next Steps & Timeline to Indicative Pricing
    • Alternate Pathways & Trade-offs
    • Sensitivity Parameters
    • Risk & LP Consent Paths
    • Decision Roles & Timeline
    • Tie Back to Consequences
    • Seller Trade-off Discussion & Selection
    • Validation Checkpoints
    • Pre-work & Data Checklist
    • Confirm Communication & Confidentiality Rules
    • Validation Pauses
    • Open Clarifying Questions
  4. Solution Scope

    Define assets included, valuation methodology, information deliverables, LP/GP engagement plan, and timeline to close.

    Scope Configuration

    • Deliver binding indicative offer
    • Deliver bottom-up portfolio valuation model
    • Maintain confidential due-diligence data room
    • Draft and negotiate transfer agreements
    • Manage LP advisory committee consents
    • Structure preferred equity and earnouts
    • Close purchase and funds transfer
    • Execute GP-led continuation vehicle close
    • Process fund-interest novation and registration
    • Administer escrow and deferred payments
    • Transfer direct private company stakes
    • Provide post-closing reporting package

    Scope Questions

    Deliver binding indicative offer

    • What is the target timing for receiving a binding indicative offer? Options: Within 48 hours, Within 1 week, Within 2 weeks, Flexible / no hard deadline
    • What pricing basis should the indicative offer reference? Options: NAV / reported value, Discount to NAV, Fixed cash price, Hybrid (cash + deferred/earnout)
    • Does the seller require the indicative offer to be contractually binding (e.g., with exclusivity or breakup fee provisions)? Options: Yes - binding with exclusivity, Yes - binding without exclusivity, Indicative only, non-binding, Unsure - need guidance
    • Which portfolio scope should the offer cover (list funds, assets or provide aggregate description)?
    • Are there any mandatory gating conditions that must be excluded/included in the offer (e.g., regulatory approvals, LP consents)? Options: LP consents required, Regulatory approval required, No gating conditions requested, Other - please specify
    • What level of confidentiality/disclosure is acceptable for the offer publication and counterparty list? Options: Strict confidentiality - NDA before offer, Limited disclosure to advisers only, Public process acceptable, Unsure

    Deliver bottom-up portfolio valuation model

    • Which outputs are required from the bottom-up valuation model? Options: Estimated fair value per interest, Projected cashflow waterfall, IRR and TVPI scenarios, Sensitivity and downside cases, All of the above
    • What historical and source data are available to build the model (e.g., capital calls/distributions, financial statements, cap tables)? Options: Full transaction-level cashflows, Summary NAV & schedules, Partial data - requires collection, No data - seller needs data collection support
    • Which valuation methodology do you prefer or require (select all that apply)? Options: Discounted cash flow / cashflow modeling, Market comparables, Option-implied / scenario-based, GP-provided valuations / mark-to-market, No preference
    • Are there specific valuation policies or accounting standards to follow (e.g., IFRS fair value, US GAAP, internal policy)? Options: IFRS, US GAAP, Internal policy - provide details, No specific requirement
    • Do you require model auditability and supporting documentation for internal or external review? Options: Yes - full audit trail and assumptions, Yes - summary documentation only, No - model for internal use only
    • What scenario coverage do you need (base, upside, downside, stressed) and how many years of projection? Options: Base only, Base + downside, Base + downside + upside, Full stress testing (multiple scenarios)

    Maintain confidential due-diligence data room

    • Do you already have a virtual data room (VDR) or do you need one provisioned? Options: Existing VDR - provide access, Need new VDR provisioned, Prefer secure file transfer / bespoke solution
    • Which document access controls are required? Options: Role-based permissions, Download disabled / watermarking, Time-limited access, Full access with logging
    • What categories of documents will be uploaded (e.g., LPAs, audited financials, cap tables, side letters, tax documents)?
    • Does the seller require NDAs, two-way confidentiality or staged disclosure for different audiences? Options: NDA required before any access, Two-way NDA (mutual), Staged disclosure by bidder tier, No NDA required beyond process confidentiality
    • Are there any regulatory, data residency, or encryption requirements for the VDR? Options: EU / GDPR constraints, Local regulator constraints (specify), Encryption at rest & in transit, No special requirements
    • What is the expected timeline for making materials available and for bidder access? Options: Immediate (within 48 hours), Within 1 week, Within 2 weeks, Flexible / TBD

    Draft and negotiate transfer agreements

    • What transfer agreement template should be used or adapted (purchase agreement, assignment and assumption, novation)? Options: Seller counsel template, Buyer counsel template, Broker/adviser template, No template - draft from scratch
    • Which commercial terms must be reflected in the agreement (price adjustment mechanics, reps & warranties, indemnities, escrow)? Options: Price adjustment mechanics, Reps & warranties, Indemnities / caps, Escrow / holdbacks, All of the above
    • Will the seller require limited representations for unknown items or a knowledge-qualified disclosure schedule? Options: Yes - limited reps with disclosure schedule, No - full reps expected, Prefer middle-ground - negotiable
    • Who will lead negotiations and provide legal redlines (seller counsel, buyer counsel, or platform-assisted)? Options: Seller counsel, Buyer counsel, Platform-assisted standard redlines, Adviser-led coordination
    • Are there any deadlines for signing or milestone dates that must be in the agreement? Options: Hard close date required, Signing window preferred, Milestone-based timeline (specify)
    • Do transfers require any bespoke tax or regulatory language (e.g., withholding clauses, FATCA, local transfer restrictions)? Options: Yes - tax wording required, Yes - regulatory approval clauses required, No special clauses required, Unsure - need counsel advice

    Manage LP advisory committee consents

    • Does the portfolio include fund interests that require LP or LPAC consent prior to transfer? Options: Yes - LP consents required, Yes - LPAC consent required, No consents required, Unsure - need confirmation
    • What is the consent threshold or voting rule specified in the governing documents? Options: Majority consent, Supermajority (e.g., 66%+), Unanimous, Varies by fund - provide details
    • How many LPs or advisory committee members will need to be engaged and what are their contact constraints?
    • What materials are required to shepherd consent (e.g., valuation memo, side-letter summaries, buyer profile)? Options: Valuation memo, Buyer background and transaction documentation, Copy of transfer agreement, All of the above
    • What is the expected timeline to obtain consents and are there any known holdouts or sensitive LPs? Options: Less than 2 weeks, 2-4 weeks, 4+ weeks, Unknown / varies
    • Would you like the platform to coordinate LP communications, provide templated materials, or leave communications to seller/adviser? Options: Platform coordinates communications, Platform provides templates only, Seller/adviser manages communications, Hybrid approach

    Structure preferred equity and earnouts

    • Are you considering preferred equity, deferred consideration, or earnouts as part of the deal? Options: Preferred equity, Deferred consideration, Earnout tied to exit performance, None of the above / cash only
    • What percentage of consideration are you open to structuring as deferred / earnout? Options: 0% (cash only), 1-25%, 26-50%, 51%+
    • What performance metrics should drive earnout payments (e.g., portfolio realizations, fund distributions, valuation milestones)? Options: Realizations/distributions, Valuation milestones (NAV targets), Time-based vesting, Custom KPIs - specify
    • What legal mechanics are required for preferred equity (dividend priority, liquidation preference, convertibility)? Options: Dividend priority, Liquidation preference, Convertible into equity, None of these / custom
    • Do you require security or collateral to support deferred amounts or earnouts? Options: Yes - security required, Partial security (escrow), No security required, Undecided
    • Are there tax or accounting constraints that affect whether you can accept earnouts or preferred equity? Options: Yes - tax constraints, Yes - accounting recognition constraints, No constraints, Need advisor review

    Close purchase and funds transfer

    • What is the target legal closing date or closing window? Options: Specific hard date, Within a defined week window, After satisfaction of CPs (TBD), Flexible
    • What funding mechanism will be used for the purchase price (immediate wire, escrow release, staged funding)? Options: Immediate wire transfer, Escrow release on conditions, Staged funding / tranches, Combination
    • Are there cross-border payment or currency conversion constraints to consider? Options: Yes - FX/cross-border issues, No - domestic only, Unsure - need treasury input
    • Do you require a settlement statement and allocation schedule at close (e.g., per-interest allocations, tax allocations)? Options: Yes - detailed allocation schedule, Summary only, No
    • Who will act as closing or escrow agent and are there preferred providers?
    • Are wire/funds recipient details and bank KYC completed or outstanding? Options: Completed, Partially completed, Not started - need assistance

    Execute GP-led continuation vehicle close

    • Is the GP-led continuation envisioned as a tender, stapled financing, or preferred-equity-led structure? Options: Tender process, Stapled financing, Preferred-equity structure, Other - specify
    • What rollover percentage is anticipated from existing GP/LPs? Options: 0-25%, 26-50%, 51-75%, 76-100%, Unknown / TBD
    • Which approval thresholds are required by the GP and the LPs to effect the continuation (e.g., majority in interest, GP approval)? Options: Majority in interest, Supermajority, Unanimous, GP decision with advisory consultation
    • What valuation methodology and fairness processes will be used to set rollover and new investor pricing? Options: Independent valuation/fairness opinion, GP-provided valuation with buyer review, Market process with bids, Other - specify
    • Are there special governance or fee arrangements for the continuation vehicle that must be negotiated? Options: New fee arrangements, Governance changes required, No change - same terms, Undecided
    • Do you require assistance preparing offer materials for LPs and communicating the economics and governance of the continuation vehicle? Options: Yes - full materials + communication, Template materials only, No - GP will provide

    Process fund-interest novation and registration

    • Does the fund registrar require specific forms or steps for novation/transfer (e.g., signed assignment, GP approval, KYC)? Options: Yes - known registrar requirements, Varies by fund - need review, No - straightforward transfer
    • Which registration tasks are needed (transfer deed, amendment to register, share certificate updates)? Options: Transfer deed/assignment, Amend register/record, Issue new certificate, All of the above
    • Are there anti-assignment, tag/drag, or pre-emption rights in fund documents that could block registration? Options: Yes - pre-emption/tag/drag exist, No such restrictions, Unknown - need LPA review
    • What KYC/AML and tax documentation will be provided to complete registration (e.g., W-8/W-9, corporate KYC)?
    • What is the expected timeline from executed transfer agreement to completed registration on the fund ledger? Options: Less than 1 week, 1-2 weeks, 2-4 weeks, 4+ weeks
    • Who will liaise with fund administrators and registrars (buyer, seller, adviser, platform)? Options: Buyer handles liaison, Seller handles liaison, Adviser/platform coordinates, Hybrid - specify

    Administer escrow and deferred payments

    • Will an escrow account or other payment security be used to hold deferred consideration? Options: Yes - escrow account, Yes - letter of credit or guarantee, No - unsecured deferred payments, Undecided
    • What are the release conditions for escrow or deferred tranches (e.g., time-based, performance triggers, tax clearances)? Options: Time-based release, Performance/earnout triggers, Tax/regulatory clearance, Combination
    • What term and interest (if any) should apply to deferred payments? Options: Short-term (0-12 months), Medium (12-36 months), Long-term (36+ months), Interest-bearing vs non-interest-bearing
    • Which escrow agent or custodian do you prefer, and are they acceptable to counterparties?
    • Do deferred payment mechanics require security interests, covenants, or parent guarantees? Options: Security interest required, Parent/company guarantee required, Unsecured, Undecided
    • Are there cross-jurisdictional considerations (local law enforcement of escrow, foreign exchange controls) for payment administration? Options: Yes - cross-border issues, No - domestic only, Unsure - need counsel input
  5. Mutual Commit

    Finalize indicative pricing, deal structure, commercial terms, and the path to a binding commitment.

    Agreement Modules

    • Binding Indicative Term Sheet
    • Purchase & Transfer Agreement (Definitive SPA)
    • Statement of Work (Transaction SOW)
    • Commercial Terms Schedule
    • Payment & Funding Instructions
    • Escrow & Settlement Agreement
    • Deferred Consideration / Earnout Agreement
    • Seller Representations & Warranties Schedule
    • Conditions Precedent & Closing Checklist
    • LP Consent & Transfer Coordination Addendum
    • Tax, Regulatory & Compliance Covenants
    • Termination, Break Fee & Dispute Resolution Terms
    • Closing Deliverables & Post-Close Handover Plan
    • Confidentiality & Market Conduct Addendum
  6. Deployment

    Operationalize close with readiness checks, transfer logistics, and contingency planning.

    1. Pre-Closing Readiness

      Confirm data room completeness, LP consent paths, tax/regulatory checks, transfer mechanics, and funding sources.

      Readiness Questions

      Getting Oriented: A Quick Snapshot of What You're Selling

      • In one brief sentence, how would you describe the position(s) you are considering for sale and why now?
      • What types of interests are included in this portfolio? Options: LP fund interests (secondary), Direct company stakes (direct secondaries), GP-led continuation vehicle, Preferred equity or structured solution, Mixed portfolio (combination of above)
      • Approximate NAV or notional value of the block under consideration (pick the closest) Options: <$5M, $5M–$25M, $25M–$100M, $100M–$500M, >$500M
      • Who on your team is the primary owner of this decision today? Options: CIO/Head of Private Markets, Treasurer/Finance Lead, Portfolio Manager, Head of Legal/Compliance, External Advisor/Intermediary, Other
      • Have you previously attempted to sell any part of this portfolio or similar positions? If so, what happened?

      What’s Really Driving This Sale—and How Pressing Is It?

      • If you left the position untouched, what would you expect to change for your institution in 6–12 months? Options: Capital rebalancing pressure increases, Liquidity shortfall risk grows, Regulatory/mandate pressure mounts, No significant change, Other
      • Which of the following best describes your primary motivation for pursuing liquidity today? Options: Portfolio rebalancing, Cash for near-term liabilities, De-risking or mandate change, Organizational change/inherited positions, Opportunistic/strategic reallocation, Other
      • How time-sensitive is achieving a close on an agreed timeline? Options: Immediate (weeks), Near-term (1–3 months), Flexible (3–6 months), Longer-term (>6 months)
      • How would failing to achieve liquidity on the desired timeline make you feel or impact your role?
      • What internal or external deadlines (e.g., board reporting, audit, capital calls) are tied to this timing?
      • Who else (if anyone) is pushing for speed versus price—and how vocal are they? Options: Board/Trustees, Investment Committee, Treasury/Operations, External advisors, No competing views, Other

      Where Value Is Hidden — and Where It Tends to Leak

      • Which part of this portfolio do you suspect buyers consistently misunderstand or underprice? Options: Late-stage NAVs, HoldCo/GP-led economics, Direct company upside, Complex waterfalls/fee structures, Illiquid positions with concentrated upside, Not sure
      • How concentrated are the economics (top 3 positions as % of NAV)? Options: <10%, 10–25%, 25–50%, >50%, Unknown
      • Are there known operational or legal issues tied to any assets (litigation, earnouts, escrow claims, transfer restrictions)? Please list and indicate how long each has been present.
      • How complete and current is your portfolio-level cashflow and valuation data (select one)? Options: Full bottom-up cashflows and audited statements, High-level NAV and cap table only, Partial data; some fund/company gaps, Minimal/legacy data only
      • Which of the following has historically reduced value on similar disposals for you? Options: LP consent delays, Tax exposure surprises, GP negotiation on transfer terms, Market signaling/leakage, Poor buyer underwriting, Other

      Who Can Say Yes—or Say No? Mapping Influence and Gates

      • Who could veto or materially delay this sale if they objected? Options: GP/General Partner, Limited Partners/LPs, Investment Committee/Board, Regulators, External counterparties (e.g., co-investors), No single veto party
      • What formal consents or approvals are required to transfer these positions? Options: GP consent, LP advisory committee sign-off, Regulatory clearance, Counterparty consent, None known, Unsure
      • How comfortable are you with us engaging directly with your GP(s) and advisors (if needed) to expedite consents? Options: Fully comfortable, Comfortable with oversight, Prefer introductions only, Do not want direct engagement
      • What confidentiality constraints or market-sensitivity concerns should we treat as inviolable? Options: Absolute confidentiality required, Limited outreach to GP only, Advisory-led process only, Public process acceptable, Other
      • Who should be our primary contact for consent logistics, and what is their preferred mode and hours for urgent outreach?

      What Would Success Actually Mean—Be Specific

      • If this transaction delivered one concrete benefit, what must it be (e.g., dollars realized, timing certainty, reputational discretion)? Options: Target price achieved, Certainty of close by date, Minimal market leakage, Preserve relationships with GP, Tax-efficient structure, Other
      • What minimum economics or structure would make you comfortable proceeding today (e.g., price range, holdback limits, deferred/earnout tolerance)?
      • Are there non-financial outcomes that matter—reporting simplicity, speed, preservation of LP relationships, or something else? Options: Reporting simplicity, Avoid damaging GP relations, Minimize internal headcount/time, Regulatory cleanliness, Other
      • How will you measure whether this sale was successful six months after close? Options: Realized proceeds vs target, Timing met, No unintended disclosures/leakage, Operational transition successful, Stakeholder satisfaction, Other
      • What would cause you to call the deal a disappointment even if the price was acceptable?

      Deal Risk Radar: What’s Most Likely to Derail This?

      • When you think back to deals that stumbled, what recurring problem stands out as the biggest culprit? Options: LP/GP consent timing, Incomplete data room, Tax/regulatory surprises, Counterparty funding failure, Internal approvals/misalignment, Other
      • How complete is your data room today on a 0–10 scale (0 = nothing, 10 = fully audited bottom-up documentation)? Options: 0–2, 3–4, 5–6, 7–8, 9–10
      • Which of these technical issues would require the most work before we could execute (select up to two)? Options: Tax structuring/analysis, Transfer paperwork and assignment, LP/GP consent sequencing, Audited fund statements, Capital account/waterfall clarity, Other
      • How do you prefer to handle identified risks—fix them before marketing, reflect them in price, or use escrow/contingent mechanics? Options: Fix before marketing, Reflect in price, Escrow/holdback, Earnout/deferred payments, Unsure
      • How would you like us to surface and track these risks with you—weekly highlights, a red/amber/green dashboard, or ad hoc updates? Options: Weekly highlights, RAG dashboard, Ad hoc as issues arise, Daily during critical periods

      Tradeoffs: Price, Speed, Privacy—Which Are Non-Negotiable?

      • If you had to prioritize one dimension above the others, which would it be? Options: Highest price, Speed and certainty of close, Strict confidentiality/discretion, Preserve GP/LP relationships, Structure/tax outcomes
      • Would you accept a modest price concession for a firm, binding timeline to close? Options: Yes, Maybe—depends on terms, Prefer to maximize price, Unsure
      • How tolerant are you of contingent consideration (earnouts or deferred payment)? Options: Comfortable, Open with limits, Prefer cash up front, Not acceptable
      • How important is preserving anonymity in the market (e.g., avoiding signaling to other LPs or GPs)? Options: Critical, Important but manageable, Somewhat important, Not important
      • If we proposed a bespoke structure (e.g., preferred equity bridge, split-close), who would need to sign off internally? Options: CIO/Investment Committee, Treasury/Finance, Legal/Compliance, Board/Trustees, External Advisors

      Momentum: Immediate Next Steps and Communication Rhythm

      • What single action this week would most accelerate progress toward a definitive process?
      • How ready is your team to provide requested diligence items within 1–2 weeks if we agree on terms? Options: Fully ready, Mostly ready with a few gaps, Partial readiness; significant gaps, Not ready
      • Who should be on the core execution team from your side (name, role, email) and who is authorized to negotiate terms?
      • Which communication cadence do you prefer during the process? Options: Weekly status call, Twice-weekly during intense phases, Email updates only, Ad hoc for material events
      • Are there any hard stops or blackout dates in the next 60 days we should avoid?
    2. Close Execution

      Coordinate signatures, settlement mechanics, escrow/escrow release, and contingency workflows to achieve the agreed close date.

    3. Post-Closing Transition

      Verify accounting/reporting updates, implement earnout/deferred payment mechanics, and complete post-close handoffs.

      Validation Questions

      Starting Light: Tell Us About This Opportunity

      • In one short paragraph, describe the position(s) you’re considering selling and the primary reason you’re seeking liquidity now.
      • Which of the following best describes the assets you’re evaluating? Options: Single-fund LP stake, Multi-fund LP portfolio, Direct (single-company) stake, GP-led continuation interest, Hybrid / structured solution
      • Roughly what percentage of the position(s) do you expect to transact? Options: <25%, 25–50%, 50–75%, 75–100%, Undecided
      • Who is currently driving the decision internally (title/role)? Options: CIO/Head of Private Markets, Treasury/Finance, Investment Committee, CFO, Other — please specify below
      • If there’s an external advisor involved, who are they and what is their current role in the process?

      If This Keeps Going the Way It Has…

      • What’s the single assumption in your current plan that, if wrong, would most likely derail the sale?
      • What operational or political obstacles have delayed or complicated similar liquidity efforts in the past?
      • How often have prior secondary processes for your organization resulted in repricing or renegotiation late in the process? Options: Frequently, Occasionally, Rarely, Never
      • When these complications happened, what was the most painful outcome for you or your stakeholders?
      • How long have these recurring frictions been affecting your secondary or exit decisions? Options: A few months, 1–2 years, 3–5 years, Longer than 5 years

      What’s the Hidden Cost?

      • How much value do you believe could be lost to delay, information leakage, or a poorly structured process? Options: <1% of position, 1–3%, 3–7%, 7–15%, >15%, Unsure
      • Rank the following priorities for you in this transaction (1 = highest): price, certainty of close, speed, confidentiality, minimal internal disruption. Options: 1, 2, 3, 4, 5
      • What price expectations or valuation anchors has your team or advisor discussed internally so far?
      • If there were a trade-off between a slightly lower price and a binding, timely close, which would you prefer? Options: Prefer lower price for certainty, Prefer higher price and accept some execution risk, Need both — unwilling to trade off, Undecided
      • Have you experienced outcomes where a confidential process leaked and affected pricing or LP sentiment? Tell us what happened.

      Who's Holding the Levers—and What Do They Care About?

      • Who could materially block or delay this transaction, and what would their primary concern be?
      • Which stakeholders must sign off on the economic terms (select all that apply)? Options: Investment Committee, CIO, CFO/Treasury, Board/Governance, Legal/Compliance, External Advisor/Agent
      • Which stakeholders are most sensitive to confidentiality or market signaling? Options: GPs, LPs, Board, Public relations/communications, Internal investment team, Other — specify below
      • How do your decision-makers prefer to receive updates and approvals? Options: Formal committee memo, Live presentation, Short email with attachments, Secure portal with checkpoints, One-on-one conversations
      • What would sway a hesitant stakeholder toward supporting a sale (specific deliverables, assurances, or structures)?

      How Much Flexibility Do You Really Have?

      • Which deal structures are you open to considering (check all that apply)? Options: Upfront cash sale, Deferred payments / earnout, Preferred equity, GP-led continuation, Part-sale retaining some exposure, Securitized or structured solution
      • Are there transfer restrictions, LP consent provisions, or side-letter constraints we should be aware of? Options: Yes — significant restrictions, Yes — some restrictions, No material restrictions, Unsure / need to check
      • If earnouts or deferred payments are considered, what’s the maximum portion of proceeds you’d accept as deferred? Options: None — all cash, Up to 10%, 10–25%, 25–50%, >50%, Undecided
      • What tax, regulatory, or balance-sheet constraints would shape which structures are feasible?
      • Who on your team is responsible for shepherding LP consent or GP engagement, and how confident are they in the path to consent? Options: Very confident, Somewhat confident, Low confidence, Not applicable / unsure

      Money and Timing: What Keeps You Up at Night?

      • If settlement or funding were delayed, what operational or financial risks would that create for your organization?
      • What is your target timeline from indicative offer to close? Options: <2 weeks, 2–4 weeks, 1–2 months, 2–3 months, 3+ months
      • How quickly can your internal teams produce the core diligence items (capital account statements, transfer paperwork, KYC, tax docs)? Options: Immediately ready, 1–2 weeks, 2–4 weeks, Longer than a month, Unsure
      • What is the intended use of proceeds and how time-sensitive is that need? Options: Rebalancing/portfolio management, Covering liabilities or capital calls, Regulatory or liquidity mandate, M&A or other strategic use, Other — explain below
      • Do you have a fallback plan if your preferred timeline isn’t met? If so, what is it and how long can you tolerate delay?

      What Would Success Actually Look Like?

      • Imagine it’s 90 days after close — what three concrete outcomes would make you say the transaction succeeded?
      • Which post-close commitments or reporting would you expect from a buyer to feel the deal was responsibly handled? Options: Regular payment reconciliation, Quarterly updates on earnout metrics, Clear accounting handoffs, Assistance with LP notifications, No ongoing obligations
      • How important is preserving an ongoing relationship with the buyer or manager (for future deals, co-investments, or market reputation)? Options: Critical, Important, Nice to have, Not important
      • What would constitute a material failure post-close from your perspective (examples: missed deferred payment, poor accounting handoff)?
      • How will you measure internal stakeholder satisfaction after the transaction closes? Options: Achievement vs price target, Adherence to timeline, No adverse stakeholder feedback, Compliance and reporting cleanliness, Other — specify below

      Next Steps: How We Can Make This Simple

      • What’s the single most helpful thing a buyer or advisor could provide right now to make you feel confident to proceed?
      • Which documents would you be comfortable uploading to a secure data room in the first 72 hours? Options: Capital account statements, Side letters, Transfer agreements, KYC/AML docs, Tax certifications, None / need time
      • How do you feel about running a short, exclusive process with one buyer versus a broader market check? Options: Prefer exclusive, Prefer competitive, Open to either, Need advisor guidance
      • What’s your preferred communication cadence for updates (weekly, ad-hoc, milestone-driven) and who should be included? Options: Weekly written updates, Weekly calls, Ad-hoc as milestones close, Formal committee reports only
      • Is there anything else—hidden constraints, political dynamics, or unusual sensitivities—we should know before making an indicative proposal?
  7. Success

    Review results against success signals, reconcile payments and obligations, and maintain a shared channel for issues and earnouts.

    Success Reviews

    • Success Signals Review & Validation
    • Payments & Obligations Reconciliation
    • Earnouts & Contingent Payments Governance
    • Shared Channel & Issues Escalation Setup
    • Post-Close Retrospective & Continuous Improvement

    Issues & Enhancements

    • Ensure all relevant stakeholders are scheduled for a short onboarding session to the channel within 5 business days.
    • If discrepancies exist, open a remediation ticket and assign to a named owner with a 5-business-day SLA.
    • Record and calendar tax reporting deadlines and any required filings resulting from the transaction.
    • Current Earnout Status
    • Lock the authoritative earnout calculation method, data sources, and owners accountable for each reporting period.
    • Establish clear escrow release rules and dispute-resolution SLAs to minimize future friction.
    • Agree on a monitoring cadence and reporting template that provides transparency to both buyer and seller.
    • Publish an 'Earnout Playbook' containing formulas, data feeds, report templates, and escalation contacts.
    • Set up automated data pulls and the first periodic performance report for the upcoming measurement period.
    • Establish an independent reviewer (if contractually required) and calendarize dispute windows per contract terms.
    • Current Communication Gaps
    • Stand up a single authoritative shared channel with access rules and ticketing workflow to manage post-close items.
    • Agree SLA targets for responses and resolutions and name escalation owners for each tier.
    • Current State Snapshot
    • Create the shared workspace and invite stakeholders with defined role-based permissions and a pinned governance doc.
    • Deploy the ticketing template (issue type, priority, attachments, deadlines) and run a 30-minute training for users.
    • Publish the escalation roster and SLA matrix to the channel and circulate to all parties.
    • Current Outcome Recap
    • Identify the top 3 process or control changes that will materially reduce future post-close friction.
    • Assign owners and timelines for each chosen improvement and schedule follow-up checkpoints.
    • Produce updated templates or playbook entries and store them in the shared channel for future deals.
    • Document the top 3 prioritized improvements with owners, milestones, and success metrics; circulate the roadmap.
    • Update the CustomerNode journey template and transaction playbooks to reflect agreed changes and controls.
    • Schedule a 30-day follow-up to review progress on implemented improvements and close any remaining retro items.
    • Achieve unanimous stakeholder confirmation that success signals are met or clearly document and quantify any shortfalls.
    • Identify and assign remediation owners and timelines for any outstanding items affecting success determination.
    • Capture and store validated evidence for audit and future reference in the shared channel.
    • Produce a 'Success Report' summarizing each signal, evidence, deviations, and assigned owners (deliver within 3 business days).
    • Update the transaction ledger and accounting entries to reflect final reconciled amounts and flag any provisional items.
    • Log all signed confirmations (LP consents, escrow releases, settlement advices) into the shared post-close folder.
    • Current Cashflow State
    • Reconcile 100% of cashflow line items to source documents and obtain finance sign-off for final settlements.
    • Identify any shortfalls or overpayments and assign owners/timelines for remediation or recovery.
    • Ensure tax and regulatory withholding positions are confirmed and escalation paths are in place for unresolved items.
    • Generate and circulate a reconciled payments ledger with bank confirmations and receive sign-off from treasury and seller finance.
    • Consequence of Incorrect Calculation
    • Consequence Assessment
    • Consequence of Mismatch
    • Consequence of Poor Governance
    • Impact & Consequence Mapping
    • Channel Selection & Access Controls
    • Defined Future State (Success Criteria Closure)
    • Calculation Method & Data Sources
    • Final Reconciliation Walkthrough
    • Brainstorm Process Improvements
    • Ticketing Workflow & SLAs
    • Contingent / Deferred Payment Tracking
    • Proof Points & Evidence Review
    • Decision & Roadmap
    • Escrow / Security & Release Conditions
    • Knowledge Capture
    • Dispute & Adjustment Process
    • Forced Validation
    • Sign-off & Remittance Instructions
    • Escalation Path & Governance Roster
    • Monitoring Cadence & Reporting
    • Onboarding & Training
    • Next Steps & Owners
First-Party AI

1-2 minutes please — Your AI agent is working

First-Party AI™ can make mistakes. Always check important information.