How Secondary AIF Units Are Priced
Understanding the Secondary Transaction
Secondary AIF unit pricing starts from the last reported NAV per unit, then adjusts for factors the reported NAV does not capture: how stale that valuation is, portfolio developments since the valuation date, remaining unfunded commitment, and the time value of an expected multi-year wait for full realisation.
Reading Price, Portfolio and Obligations
A buyer typically demands a discount to compensate for illiquidity, the risk that reported NAV overstates true value, and the effort of underwriting an unfamiliar portfolio. A seller under time pressure to exit will generally accept a larger discount than one who can wait for a better offer.
Where Secondary Liquidity Breaks
The common failure is anchoring to the discount percentage alone without separately modeling what the remaining assets are actually likely worth. Two funds with an identical 20% quoted discount to NAV can represent very different actual value depending on portfolio quality and NAV staleness.
Making the Purchase or Sale Decision
Both buyer and seller should independently model: the remaining portfolio's likely realisable value, not just its reported NAV; expected timing of remaining distributions; and any unfunded commitment obligations. Price should be negotiated from that independent model, with the quoted NAV discount used only as a starting reference point.
The right secondary price is built bottom-up from the remaining portfolio's likely realisable value, not derived top-down from a standard discount percentage.
Key takeaways
- Secondary pricing starts from last reported NAV, then adjusts for staleness, portfolio changes, and unfunded commitment.
- Buyers demand a discount for illiquidity risk and underwriting effort; sellers under time pressure accept larger discounts.
- Two funds with the same quoted discount can represent very different actual value depending on portfolio quality.
- Build price bottom-up from the portfolio's likely realisable value, not top-down from a standard discount.
More in Private-Market Secondaries and Liquidity
Continue with the other chapters in this module.
Related questions
What should an investor verify first?
How stale the last reported NAV is, and what portfolio developments have occurred since that date.
Which documents matter most?
The most recent capital-account statement and any subsequent portfolio-company updates.
What is the main downside to test?
Anchoring to a quoted discount percentage without independently modeling the portfolio's realisable value.
How should the final decision be made?
Negotiate from an independently modeled realisable value, using the quoted discount only as a reference point.
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