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     Liquidity for Unregistered Interests in Private Partnerships
 



Limited Partners More Selective


Certain limited partners are increasingly more selective about holding underperforming private funds due to:

 
Their ability to sell fund interests at attractive prices in the secondary market through NYPPEX, especially as price discounts to NAV declined significantly in 2005.
 
Funds histories of underperforming the S&P 500 Index if not ranked in the “top quartile” of their venture, private equity or buyout category.


NYPPEX has amassed a significant pool of private market liquidity, currently estimated at over $10 billion through its 146 institutional members (As of September 1, 2008).

Secondary unregistered interests of private partnerships include:
 
Buyout funds
 
Private equity funds
 
Venture funds
 
Hedge funds
 
Real estate funds
 
Natural resources funds
 
Distressed debt funds
 
Limited partner interests
 
General partner interests

Prospective selling parties include:
 
Institutions
 
Private funds introducing selling or delinquent limited partners
 
Advisors and brokers introducing clients
 
Private clients worldwide

Motivations to sell include:
 
Corporations with new portfolios or strategies, typically as a result of mergers
 
Institutions seeking to rebalance alternative asset portfolios
 
Private funds seeking to obtain outstanding capital calls and/or replace weak limited partners
 
Limited partners seeking exit events
 
General partners seeking to diversify personal net worth
 
Family offices seeking liquidity
 
Pension funds seeking to create portfolio management efficiencies by selling smaller holdings
 
Private funds with limited partner disputes, that seek to arrange liquidity alternatives for such limited partners

Motivations to buy include:
 
The ability to invest in difficult to access venture and buyout funds or add outperforming funds
 
The opportunity to add holdings in private funds entering their cash distribution phase
 
The ability to acquire secondary interests in private funds at attractive discounts to net asset value
 
Avoid paying fund management fees in the early years of operation
 
The opportunity to generate superior returns
 
The ability to immediately increase portfolio weightings in private funds

IRS Private Letter Ruling to NYPPEX provides significant comfort to general partners and their legal counsel to quickly approve private transfers of interests if done through NYPPEX (Also, private funds can permit annual transfers up to 10% of capital committed through the NYPPEX QMS vs. the standard 2% under IRS 1.7704).

Eligible U.S. and non U.S. private funds whose restricted interests may privately trade at NYPPEX include venture, private equity, buyout, hedge (hedge funds), mezzanine, debt, secondary private equity, distressed, energy, natural resources, currencies etc.

Legal structures include limited partnerships, limited liability companies, funds of funds, trusts, offshore etc.

Transactions are categorized as:

  

Portfolio Divestitures – Interests in multiple private funds with gross offering proceeds of i) less than $25 million or ii) $25 million or more (See Portfolio Divestitures).

  

Block Trades – A single interest in a private fund with gross offering proceeds of $5,000,000 or more.

  

Odd-Lots – A single interest in a private fund with gross offering proceeds of less than $5,000,000.




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© Copyright 2008 NYPPEX Holdings, LLC. All Rights Reserved. Unauthorized duplication, distribution, or public display is strictly prohibited by federal law. Usage will be monitored. All securities are offered through NYPPEX, LLC. Member FINRA, SIPC. Restricted securities may contain a high degree of risk. In general, buy orders may only be placed by Accredited Investors as defined in Rule 501(a) of Regulation D and/or Qualified Purchasers as defined in Section 2(a) (51)(A) of the Investment Company Act.