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M&A Trends

Private Market Trends Shaping Deal Flow

Structural shifts in private markets—from GP-led secondaries to AI-augmented diligence—are reshaping how deals are sourced, evaluated, and transacted.

JW

James Whitfield

Head of Research

June 8, 20267 min read

The Maturation of the GP-Led Secondary Market

GP-led secondaries—transactions in which a fund manager transfers selected portfolio assets into a new vehicle, typically a continuation fund—have become a mainstream liquidity mechanism in private markets. What began as an alternative exit path for assets not yet ready for a traditional sale has evolved into a structured market with dedicated buyers, standardized processes, and increasingly sophisticated pricing. The volume of GP-led secondary transactions has grown from under $10B annually in 2015 to over $80B in 2025, and the growth trajectory shows no signs of reversal.

For LMM investors, the GP-led secondary market has two implications. First, it provides a liquidity pathway for portfolio companies that are performing well but have not yet reached optimal exit timing—allowing sponsors to return capital to LPs who want liquidity while retaining the upside for investors willing to continue in the continuation fund. Second, it creates a growing pool of deal flow as businesses cycle through continuation vehicles and eventually reach traditional exit processes with longer operational track records than typical PE holds.

AI-Augmented Deal Origination and Screening

Artificial intelligence tools are beginning to meaningfully reshape the front-end of the deal process in private markets. Machine learning models trained on historical transaction data, financial metrics, and company characteristics can now produce reasonably accurate assessments of which businesses within a target sector are likely to be acquisition candidates within a 12–24 month horizon, enabling more targeted outreach and higher conversion rates on direct sourcing efforts.

The diligence phase is also seeing AI augmentation, particularly in document analysis and data extraction. CIM analysis tools that can automatically extract financial metrics, identify concentration risks, and flag accounting anomalies reduce the time required for initial deal screening and allow deal teams to cover more pipeline without proportional headcount increases. The most sophisticated implementations combine AI extraction with human analytical judgment—using the tools to handle volume and flag exceptions rather than to replace the judgment-intensive elements of deal evaluation.

The Democratization of Private Market Access

Regulatory changes, including expanded private placement exemptions and the growth of interval fund structures, have allowed a broader range of investors to access private market returns that were previously available only to large institutions. This democratization has increased the total pool of capital chasing private market opportunities, with downstream effects on deal competition and valuation in the most sought-after segments.

For established LMM investors, the democratization trend has sharpened the importance of differentiation—either through sector specialization, geographic focus, operational capabilities that create genuine value-add beyond financial engineering, or sourcing relationships that generate deal flow unavailable to new entrants. The days when being a credible financial buyer with available capital was sufficient to generate attractive deal flow are largely behind us; the returns of the next decade will accrue disproportionately to investors with specific edge.

ESG and Impact Investing in the LMM

Environmental, social, and governance (ESG) considerations have moved from a peripheral concern to a mainstream due diligence category in private markets. LP expectations regarding ESG reporting, portfolio company practices, and impact measurement have intensified materially over the past five years, and LMM managers who previously viewed ESG as a large-cap concern are now being asked to demonstrate ESG frameworks by institutional LP allocators.

The practical implications for LMM deal evaluation include: environmental assessment of owned or leased properties for legacy contamination, governance diligence on board composition and management oversight structures in founder-led businesses, and workforce practice review covering wage compliance, safety record, and employee benefit adequacy. These are not merely compliance items—governance and environmental risks that are not identified and priced in diligence have produced material post-close losses in several high-profile LMM transactions over the past three years.

The Role of Continuation in a Higher-For-Longer World

The extended period of higher interest rates has changed the mathematics of PE value creation in ways that are only beginning to fully manifest in portfolio performance data. In the zero-rate environment of 2015–2021, financial leverage was cheap and easily available, and multiple expansion from a secular compression of discount rates added tailwind to nearly every PE investment. Neither dynamic is available in the current environment, and the funds that have adapted most effectively are those that have deepened their operational improvement capabilities—pricing optimization, margin management, M&A add-on strategy—rather than relying on leverage and multiple expansion to drive returns.

This shift favors PE managers with genuine operational expertise over those whose model was primarily financial. In the LMM specifically, this means that the most durable edge belongs to investors who can credibly articulate a specific value creation plan for each acquisition—grounded in real operational initiatives with defined milestones and measurable outcomes—rather than a thesis that depends on market conditions improving at exit.

Written by

JW

James Whitfield

Head of Research