Secondary Buyout

Definition

A private equity transaction in which one PE fund sells a portfolio company to another PE fund, rather than to a strategic buyer or through an IPO. Secondary buyouts have become the most common PE exit route, accounting for over 50% of European PE exits in recent years. Critics argue that secondary buyouts merely transfer assets between financial sponsors without creating fundamental value, while proponents note that different fund strategies (e.g., growth equity to buyout, or small-cap to mid-cap) can unlock additional value at each stage.

Complementary Terms

Concepts that frequently appear alongside Secondary Buyout in practice.

Management Buyout (MBO)

A transaction in which a company's existing management team acquires the business, often with financial backing from private equity or debt providers. MBOs are a common succession and exit route, particularly for founder-led or family-owned businesses.

Leveraged Buyout (LBO)

An acquisition in which a significant proportion of the purchase price is funded by debt, using the target company's assets and cash flows as collateral. LBOs are a common private equity strategy for acquiring mature, cash-generative businesses.

Secondary Market (Private Shares)

A marketplace where existing shareholders in private companies — typically employees, early investors, or founders — can sell their ownership stakes to new buyers before an IPO or trade sale. Secondary markets for private shares have grown significantly, with platforms such as Forge Global and Nasdaq Private Market facilitating transactions that provide liquidity and price discovery for otherwise illiquid private company equity.

Secondary Sale

A transaction in which existing shareholders sell their equity to new investors rather than the company issuing new shares. Secondary sales provide liquidity to founders and early investors without diluting other shareholders or changing the company's capitalisation.

Trade Sale

The sale of a company to a strategic buyer, typically another company in the same or adjacent industry. Trade sales are the most common exit route for venture-backed and private equity-backed businesses and often command premium valuations due to strategic synergies.

Portfolio Company

A business in which a private equity, venture capital, or growth equity fund has invested. Portfolio companies receive not only capital but also strategic support, operational guidance, and governance oversight from the fund, with the aim of accelerating value creation and achieving a profitable exit.

Bolt-On Acquisition

A relatively small acquisition made by a private equity portfolio company to complement and enhance its existing operations, typically adding new products, customers, geographies, or capabilities. Bolt-on acquisitions are a core component of buy-and-build strategies and are usually integrated into the platform company rather than operated independently.

IPO (Initial Public Offering)

The process of offering shares of a private company to the public for the first time through a stock exchange listing. An IPO is a major exit route for venture capital and private equity investors, and requires extensive preparation including financial audits, regulatory compliance, and valuation.

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