Truth Cartographer

Tag: ESMA

  • Understanding Continuation Vehicles in Private Equity

    The Brief

    • The Sector: Private Equity (Secondary Markets & Fund Management).
    • The Capital Allocation: Continuation vehicles now account for ~20% of all sector sales as of 2025.
    • The Shift: The “Exit Mirage.” Instead of selling companies to the public (IPO) or competitors, firms like Blackstone and KKR are “selling to themselves” by moving assets into new, self-managed funds.
    • The Forensic Signal: “The Fee Reset.” When a firm cannot find a real buyer, it restarts the 10-year compensation clock on an old asset, converting stalled exits into new billable management fees.

    Investor Takeaways

    • Structural Signal: The Death of “Clean Exits.” In the 2026 cycle, liquidity is becoming a management decision rather than a market event. Valuation is determined by internal engineering rather than open-market discovery.
    • Systemic Exposure: The “General Partner Multiplier.” Shareholders in public PE firms (BX, APO, KKR) are benefiting from fees generated by these recycling structures, but they are inheriting “Opacity Risk”—earnings based on valuations that haven’t been tested by an external buyer.
    • Narrative Risk: The “Refinancing Treadmill.” Firms may be “double-charging” investors (Limited Partners) by collecting new fees on assets they have already owned for a decade.
    • Forensic Protocol: * Audit the Exit: Distinguish between a genuine sale to a competitor and a “recycling” into a continuation shell.
      • Monitor the Regulatory Shadow: Watch for SEC and ESMA enforcement. Regulatory crackdowns on “valuation blurring” are the primary threat to this business model’s oxygen.

    Full Article

    The era of the “clean exit” is fading from the financial map. For decades, the Private Equity industry operated on a predictable ten-year clock: firms would buy a company, optimize its operations, and sell it to the public markets or an outside buyer.

    But in 2025, that clock has been disrupted. With Initial Public Offering windows narrow and trade buyers increasingly cautious, the world’s largest buyout firms have performed a definitive pivot. Instead of selling to the world, they are selling to themselves. This is the age of the Continuation Vehicle—a new fund created by a General Partner (the management firm) to buy assets from its own aging fund.

    While marketed as a “liquidity solution,” this is in fact an Exit Mirage. It is a sophisticated choreography designed to keep the machine running when the exits are clogged, substituting genuine market discovery with internalized financial engineering.

    The Architecture of the Internalized Exit

    To understand this shift, investors must distinguish between the two primary actors in the private equity ledger:

    • The General Partner: The management firm—such as Blackstone Inc. or Apollo Global Management Inc.—that sources deals and earns management fees and Carried Interest (a share of profits).
    • The Limited Partner: The institutional investors—pension funds, endowments, and sovereign wealth funds—that provide the capital.

    How the Recycling Works

    When a traditional fund reaches its terminal phase, the General Partner establishes a continuation vehicle. They “sell” a prized company from the old fund to the new one. The Limited Partners are given a choice: Cash Out and take their money or Roll Over and stay invested in the new vehicle.

    Think of it like a “House Trust.” Instead of selling your home to a stranger, you create a new family trust and move the house into it. You keep control, charge new fees, and tell the original family members they can either take their share of the current value or stay for another ten years.

    The “Oxygen” of the Model: The Fee Reset

    The most controversial layer of this choreography is the Fee Reset. By moving an asset into a continuation vehicle, the General Partner effectively restarts the clock on its own compensation.

    • Double Charging: In many of these structures, investors who choose to roll over find themselves paying management fees and carried interest again on an asset they have already owned for a decade.
    • Valuation Control: Because the General Partner is both the “seller” and the “buyer,” the price is often determined by a small group of secondary investors rather than the open market. This creates a “Valuation Buffer” that may not reflect the asset’s true value in a transparent environment.

    In short, fee resets have become the “Oxygen” of the business model. When genuine exits stall, continuation vehicles allow firms to manufacture new revenue streams from old assets, converting duration into a billable service.

    Mainstream Self-Dealing: The Sovereign Sponsors

    The surge in continuation vehicles is not a fringe phenomenon. It is being led by the “Sovereign Giants” of the industry. In 2025, these vehicles accounted for approximately 20 percent of all sector sales.

    The Sponsorship Ledger

    • Blackstone Inc. (BX): Utilizing General Partner-led secondaries to extend the life of high-performing infrastructure and real estate clusters.
    • Carlyle Group Inc. (CG): Focusing on healthcare and technology portfolio transfers to bypass a slow exit market.
    • Apollo Global Management Inc. (APO): Applying the structure to recycle capital within its energy and credit ecosystems.
    • KKR & Co. Inc. (KKR): Expanding these vehicles in Asia and Europe to align with long-term sectoral bets.
    • EQT AB and CVC Capital Partners: Leading the European adoption to maintain resilience in industrial and consumer sectors.

    When the largest firms in the world normalize self-dealing, it signals a systemic fragility. The “Exit” is no longer a market event; it is a management decision.

    The Citizen’s Conflict Zone: Indirect Exposure

    For the ordinary citizen, the risk of continuation vehicles is hidden behind the stock market tickers. While retail investors cannot invest directly in these funds, they are Public Shareholders in the parent companies.

    • Indirect Exposure: If you own shares in Blackstone, KKR, or Apollo, your dividends are increasingly fueled by the fees generated from these recycling structures.
    • The Transparency Gap: As a shareholder, you benefit from the “General Partner Multiplier,” but you inherit the Opacity Risk. You are exposed to earnings based on valuations that have not been tested by an external buyer.

    The Regulatory Shadow: SEC and ESMA

    The scale of this “Internalized Liquidity” has finally triggered a response from global watchdogs. Both the U.S. Securities and Exchange Commission and the European Securities and Markets Authority have signaled intense scrutiny for 2025.

    • European Securities and Markets Authority: Monitoring these vehicles for a lack of transparency, fearing that these deals “blur” price discovery.
    • Securities and Exchange Commission: Highlighting General Partner-led secondaries as a priority, specifically focusing on conflicts of interest and whether valuations are being inflated to justify fees.

    This regulatory probe is the “Realization Shock” for the industry. It proves that the “Law on the Books” is finally catching up to the “Engineering in Action.”

    Conclusion

    Continuation vehicles are the “Refinancing Treadmill” of the private equity world.

    To survive the 2026 cycle, investors must adopt a new Forensic Audit Protocol:

    • Audit the Exit: Was the asset sold to a competitor or recycled into a “continuation” shell?
    • Track the Fee Reset: Are the parent company’s profits growing because of new investments, or through “double-charging” old ones?
    • Monitor the Regulatory Shadow: Watch for enforcement actions; they will be the first signals that the “Exit Mirage” is beginning to evaporate.
  • ESMA’s New Crypto Rulebook Chases Liquidity That Has Already Fled to DeFi

    ESMA’s New Crypto Rulebook Chases Liquidity That Has Already Fled to DeFi

    The Citizen Doesn’t Just Watch Regulation. They Watch a Performance.

    Europe’s top markets regulator is the European Securities and Markets Authority (ESMA). ESMA is executing the Markets in Crypto-Assets Regulation (MiCA). This is a sweeping framework meant to unify twenty-seven national regimes into one coherent rulebook. On paper, this is a milestone of governance. In practice, it may be a monument to delay.
    MiCA will eventually govern all Crypto-Asset Service Providers (CASPs) and stablecoin issuers. However, by then, the liquidity it aims to control will have already moved away. It has moved on to decentralized exchanges, non-custodial custody, and private cross-chain bridges. These systems obey code, not geography. The rulebook is real; the market it describes has already moved on.

    Liquidity Doesn’t Wait for Rules. It Moves on Belief.

    Capital today travels faster than consultation. It doesn’t queue for compliance—it follows conviction. Smart money migrates toward the protocols and personalities it trusts: founders, whales, and the cultural weight of narrative itself. In decentralized finance (DeFi), liquidity is no longer an economic metric; it’s an emotional signal. Each transaction is a declaration of faith in a system that promises autonomy faster than any regulator can approve it.

    Oversight Doesn’t Just Lag. It Performs Authority.

    ESMA’s new technical standards, including the 2025 stablecoin liquidity guidelines, demonstrate precision and ambition. Yet each directive is also a ritual—law asserting its continued relevance. Europe’s committees define “crypto-assets.” Meanwhile, protocols redefine collateral in real time. Tokenized treasuries, AI-issued stablecoins, and synthetic Real-World Assets (RWAs) already transact beyond supervisory reach. The regulator’s clarity is legal; the market’s motion is linguistic.

    While Europe Writes the Rules, Washington Mints the Narrative.

    Across the Atlantic, the U.S. is scripting a different performance. The GENIUS Act of 2025 formally exempted payment stablecoins from securities classification, delivering the clarity Europe debated but never enacted. That legal certainty, paired with political theater—the rise of World Liberty Financial (WLFI) and its USD1 stablecoin—turned policy into magnetism. Capital now flows to the jurisdiction that narrates fastest, not the one that drafts best. In crypto geopolitics, speed of narrative outcompetes precision of law.

    Global Coordination Isn’t Just Missing. It’s Structurally Impossible.

    Crypto’s code was written to route around regulation. Its liquidity responds to incentive. MiCA may build European order, but not global obedience. Without synchronization with the U.S., UAE, or Asia, the EU’s grand unification risks irrelevance. Regulation becomes regional rhetoric inside a transnational marketplace. In this marketplace, presidents mint legitimacy. Whales mint liquidity, and citizens merely interpret the signals.

    Conclusion

    The regulator has arrived—but the stage is empty. MiCA stands as a testament to governance ambition. It also illustrates temporal futility. It is a rulebook written for a system that no longer exists in paper time.