Stapled Secondary
A stapled secondary pairs an LP interest sale with a new commitment to the GP’s current or future fund(s).
Allocator relevance: High — a hybrid liquidity + fundraising tool with real conflict and price-distortion risk.
Expanded Definition
In a stapled deal, a secondary buyer purchases existing interests and simultaneously commits capital to a new vehicle. This can improve GP fundraising certainty, but it can also blur pricing because the new commitment can economically subsidize the secondary price (or vice versa). Allocators assess whether the combined package is value-neutral to existing LPs or shifts value toward the GP and incoming buyer.
Decision Authority & Governance
Governance requires conflict disclosure, LPAC oversight where applicable, transparent separation of economics (secondary pricing vs new commitment terms), and clear documentation. Institutions look for clean process design, independent valuation support, and explicit LP options where relevant.
Common Misconceptions
- Stapled deals always benefit existing LPs.
- Secondary price is independent of the new commitment.
- Staples are harmless standard market practice.
Key Takeaways
- Separate the economics: price vs commitment terms.
- Conflicts must be disclosed and governed explicitly.
- Process integrity is the primary allocator lens.