What are Secondary SPVs?
A Secondary SPV is a specialized investment vehicle designed to purchase existing shares in private companies from current shareholders, rather than investing directly in new funding rounds. These vehicles provide liquidity solutions for early employees, founders, and early-stage investors who want to monetize their equity positions before a company goes public or gets acquired.
Secondary SPVs operate in the private secondary market, which has grown exponentially as companies stay private longer and stakeholders seek liquidity options. Unlike primary investments that provide new capital to companies for growth, secondary transactions involve the transfer of existing shares between parties, allowing original shareholders to realize returns while giving new investors access to more mature private companies.
These vehicles can target specific companies, sectors, or investment stages, providing flexibility for both liquidity seekers and investors looking for exposure to established private companies with reduced early-stage risk. Secondary SPVs often focus on companies approaching later-stage milestones, IPO preparation, or acquisition discussions.
Why Secondary SPVs Matter
The private secondary market has become increasingly important as companies remain private longer and stakeholders need liquidity solutions:
Liquidity for Stakeholders
Many employees and early investors in successful private companies have significant paper wealth but limited liquidity options. Secondary SPVs provide a market for these stakeholders to monetize their equity, enabling them to diversify their wealth, meet financial obligations, or pursue new opportunities without waiting for an exit event.
Access to Mature Companies
Secondary investments often target companies that have already proven their business models, achieved significant scale, and demonstrated market traction. This provides investors with exposure to lower-risk opportunities compared to early-stage primary investments, while still capturing significant upside potential.
Valuation Opportunities
Secondary markets can create pricing inefficiencies where shares trade at discounts to fair value due to limited liquidity, information asymmetries, or seller urgency. Sophisticated Secondary SPV managers can identify and capitalize on these opportunities to generate superior returns.
Portfolio Diversification
Secondary SPVs allow investors to build diversified portfolios across different companies, stages, and sectors without the concentration risk of primary investments. This diversification can be achieved more quickly than through primary investing, which requires years to build a meaningful portfolio.
Reduced Timeline Risk
Primary venture investments often require 7-10 years or more to realize returns. Secondary investments typically target companies closer to liquidity events, potentially reducing the time to exit and providing more predictable return timelines.
Market Intelligence
Secondary transactions provide valuable market intelligence about private company valuations, investor sentiment, and exit prospects. This information can inform broader investment strategies and market timing decisions.
CORE FEATURES
We support all deal structures
Whether you are buying directly from a founder or early investor, or structuring this deal by investing into another LLC, Allocations can support you to invest in any deal structure.
Tax support all the way
We will provide annual K1s to all of your investors, even if you are investing into another LLC
Full control of your SPVs
Keep full control of your deals by being the sole manager of the SPV. Allocations will simply act as the fund administrator of the SPV.
Accept crypto as capital contribution
Use our crypto payment solution to allow your LPs to invest in the SPV via cryptocurrency (USDC or USDT).
FEATURES
Setup
Entity formation
Bank account setup
EIN setup
Template SPV docs
Onboarding
Invite investors
Instant invest
Deal page
Deal tracker
Investor KYC
Post-close
Reg D filings
Capital account statements
K-1 filing
Accounting
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SPVs
How do you structure an SPV into another SPV?
This involves a legal structure where one SPV invests into another SPV. Reasons for this structure might include acquiring a secondary interest from an existing SPV.
SPVs
What are secondary SPVs?
Secondary SPVs are special purpose vehicles that invest in a secondary asset from an existing holder of a security. Sales of an asset not directly from company itself are known as secondary sales, or sales on the secondary market.
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Private markets are quickly evolving, creating both challenges and opportunities for fund managers and their investors. At the same time, Special Purpose Vehicles (SPVs) are becoming an important tool for private market participants. Angel groups, solo GPs, emerging managers, family offices and investor communities are turning to SPVs to get deals done quickly and cost effectively.
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