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Academy · Explainers · secondaries

When a manager sells to itself, someone else checks the price

A fairness opinion is an outside firm's view, given for a fee, on whether a deal's terms are fair. In a continuation fund the manager sits on both sides, so investor guidance calls an independent fairness opinion an ideal check, and some selling investors ask for an advisor the manager did not hire.

What the video says

In secondaries, when a manager sells to itself, someone else checks the price. That check is a fairness opinion. In a continuation fund, a manager moves a company from its old fund to a new one it also runs. Say the company is priced at five hundred million. An old investor with ten percent can sell for fifty million, or roll into the new fund. But the manager sits on both sides. So an outside firm, paid a fee, gives its opinion on whether the price is fair. Guidance for fund investors calls this kind of outside check ideal. Some sellers ask for an advisor the manager didn't hire. So why do investors care? It's a check on the price when buyer and seller share a manager. But it's an opinion, not a promise. Read who wrote it, and who paid. One manager, two sides. Get a second opinion.

A simple example with round numbers, not advice. Terms vary by fund.

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