Reference · Deal types & structures
Stapled secondary
A deal in which a buyer purchases existing fund stakes and simultaneously commits capital to the manager's next fund — the two are "stapled" together.
Worked example
A worked example of a stapled deal's two halves (illustrative figures):
- A secondary buyer wants to acquire $50 million of LP stakes in a GP's older, maturing fund. The GP, meanwhile, is raising a new fund and wants committed anchor capital.
- The GP agrees to sell the $50 million of existing stakes only on the condition that the buyer also commits $20 million of fresh primary capital to the new fund — a $70 million total commitment, stapled together as one negotiated deal.
- The buyer accepts the staple because the discounted entry into the existing, already-de-risked $50 million of assets effectively subsidizes the cost of gaining access to a sought-after GP's next fund, which might otherwise be hard to get an allocation into at all.
- From the GP's side, a staple solves two problems in one transaction: it gives departing LPs liquidity on the old fund and locks in anchor capital for the new one, without having to run two separate fundraising processes.
Where this trips people up
The mistake is reading a stapled deal purely as a secondary purchase. The buyer is also committing new capital to the manager's next fund, which means part of the price paid may reflect the value of that relationship rather than the assets alone. Existing investors should ask what the secondary would have priced at without the staple.
Frequently asked
Who benefits from a stapled transaction?
The manager, most directly: it secures primary capital for the next fund alongside a liquidity solution for existing investors. Buyers accept the staple to win access to assets or relationships they value.
Does the staple distort the secondary price?
It can, in either direction. Blending two transactions into one negotiation makes it harder to see what each part is worth, which is why sellers should understand how the total was assembled.
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