Secondary Private Company Sale Model

The model centralises all inputs on a single Assumptions tab, with a scenario toggle that selects Base, Bull, or Bear values via CHOOSE. Scenario-sensitive drivers include the discount to NAV, exit ramp weights, gross MOIC targets for winners, write-off percentages, and partial recovery MOIC.

• A second toggle switches between LP-led and GP-led transaction types. The active value for each input is held in a dedicated column, so downstream sheets and named ranges reference the selected scenario automatically.
• This structure lets you test how changes in pricing, portfolio performance, and transaction form affect both buyer and seller outcomes without rebuilding formulas.

The calculation starts with a portfolio runoff schedule that applies the exit ramp to generate gross distributions and a capital-call ramp to project remaining commitments. These cash flows feed into a four-tier European waterfall.

• Tier one returns capital to LPs, tier two pays an 8 percent preferred return on called capital, tier three provides a GP catch-up, and tier four splits residual proceeds 80/20. The waterfall tracks cumulative allocations per tier, and an accrued preferred return row compounds the unreceived hurdle properly over time.
• A weighted holding period row is included as a diagnostic. This flow ensures the buyer inherits a fund with a known position in the waterfall and a clear distribution trajectory.

For the buyer, the model builds a cash flow vector from the purchase price, capital calls, net distributions, deferred payments, escrow, and transaction costs. It then calculates the buyer's IRR and solves algebraically for the implied price at which that IRR equals a target hurdle.

• The summary block reports implied price in dollars and as a percentage of NAV, pricing headroom, and a BID/WATCH/PASS recommendation. For the seller, a separate schedule produces a lifetime cash flow under both a sale case and a hold case, using proper IRR calculations.
• The comparison block outputs a SELL or HOLD recommendation. Additional metrics include PME and the value of the J-curve the buyer avoids, though these are diagnostics rather than cash-flow inputs.

The model extends beyond single-stake analysis with a five-stake portfolio aggregator. You can input per-stake NAV, commitment, called capital, distributions, discount, and target IRR to compute a blended price, MOIC, and IRR weighted by NAV.

• When the transaction type is set to GP-led, the GP_Led_Terms sheet surfaces continuation-vehicle terms such as new life, fee, carry, stapled commitment, and lead buyer allocation, showing the incremental commitment drag on the buyer's Year-1 cash flow. Twelve built-in checks validate exit and call ramps, waterfall tie-outs, pricing reasonableness, and fund life consistency.
• Some checks are designed to fail at base assumptions, prompting you to adjust inputs such as discount or target IRR to clear hurdles.