A Theory of Liquidity in Private Equity II: With a Secondary Market, Liquid LPs Stay Out of the Primary Market Below a Threshold and Their Capital Share Pins Down the Discount to NAVResearch Paper
Motivation
Private equity funds ask investors to commit capital before the timing of their own cash needs is known. If an investor needs liquidity before the fund pays out, selling a partnership claim can be more useful than holding it to maturity. The price at which such claims trade therefore affects both the return investors demand when a fund is raised and the way fund managers schedule capital calls. Maurin, Robinson, and Strömberg study these two markets together in A Theory of Liquidity in Private Equity. The mission follows the authors’ December 2020 working-paper draft, whose Proposition 3 characterizes equilibrium when L-fund claims can trade in a secondary market.
Setting
A unit mass of general partners (GPs) each has wealth and raises one fund of size . The fund makes two independent investments. A share is invested at the first date and at the second. Each unit succeeds with probability if the GP works, pays when successful, and otherwise pays zero. Shirking lowers the success probability to but gives the GP a private benefit per unit. A contract assigns the GP a fee to each pair of success outcomes. The fee is subject to limited liability and must give the GP enough incentive to work on both investments. The GP chooses the fee, , and to maximize expected fee income, while meeting the investors’ promised return and the constraint that they will honor the second capital call.
The limited partners (LPs) have total capital . A fraction belongs to type H and the rest to type L. With probability , a common liquidity shock makes period-two proceeds less useful at period one. Type values a unit of those later proceeds at , with . Type H is therefore more willing to hold an illiquid claim. Each LP chooses whether to supply capital to a primary fund or keep cash, and a cash holder may buy fund claims after the shock.
The secondary market has one actively traded asset: an L-fund claim. Its price is and its promised expected payoff is . L-LPs supply claims when the price reaches their reservation value . H-LPs buy them when the price is at most , using capital left after any primary H-fund commitment. The discount to net asset value is
An equilibrium specifies both funds’ contracts and promised returns, the fractions of GPs raising each fund type, primary capital supply, and secondary claims sold and bought. Contracts must be globally optimal among feasible contracts at their quoted returns, and both markets must clear.
Formalization targets
Return gap and market clearing
At a discount , the minimum returns acceptable to L- and H-LPs are described by (C.5) and (C.6). Lemma 3 asserts that the gap between the H and L minimum returns grows strictly with the discount. The gap is zero at and positive above it. For interior discounts, the secondary clearing equation is
These statements are milestones because they give solvers the return comparison and the equation that determines price when all claims sell.
Proposition 3: secondary-market equilibrium
Under the paper’s Assumptions 1–3 and 5–7, together with the capacity condition described below, the goal is a set of ordered capital-share thresholds
An equilibrium exists for every . H-funds are raised only at or above ; if both fund types are raised, their promised returns agree. At or below , only L-funds are raised and their promised return is . Equation (22) gives below , a capital-clearing ratio between and , and at the third threshold. It also describes the early capital call: the lower boundary at small H capital shares, the binding no-default call in the middle, and an interval of undistorted optimal calls near the third threshold.
Significance
The result explains why more liquid investors may prefer to provide liquidity in the resale market instead of financing funds directly. It ties the observed secondary-market discount to the amount of H capital available to buy claims and identifies the ranges where that discount changes the GP’s early capital call. Without the return and clearing conditions, the discount would be an exogenous price rather than an equilibrium object.
The cited paper proves this characterization in its economic model; this mission asks for machine-checked proofs of the formal statements. The resulting definitions cover incentive-compatible partnership contracts, primary capital supply, and the secondary claims market. They can also support later formal work on the welfare comparison in Corollary 2. None of the goal or milestone statements is claimed to have a machine-checked proof here.
Difficulty
There are two linked optimization problems. A GP chooses a fee and an early call under incentive, limited-liability, and no-default constraints. LPs then compare the value of primary investment with cash that can be used to buy claims after the shock. Solving only the contract problem does not determine the secondary price: that price changes the LPs’ outside option and the no-default constraint at the same time. The return comparison in Lemma 3 and the capacity available to each LP type are central to ruling out an apparently attractive H-fund equilibrium.
Formalization scope
Lean represents amounts, probabilities, prices, and returns by real numbers. Fee schedules are functions on the four ordered pairs of investment outcomes; the source indexes them by cash flow, so two equal-cash-flow outcomes at are formally distinct. Fund size satisfies the multiplied identity and , avoiding a meaningless value from division by zero. An optimal contract is compared with every feasible contract at the same promised return. The secondary value of cash uses the two positive prices, and the discount is defined only from a positive L return.
The standing parameters impose , , strict Assumption 5 at , and so a fee with the required incentives can satisfy limited liability. The equilibrium also specifies nonnegative GP fractions summing to one. A raised fund must maximize GP profit; at a profit tie either fund may be selected. The printed supply and demand schedules are extended by zero outside their quoted reservation-price range. These choices fix cases left implicit by the paper.
The goal adds a sufficient L-capital condition: at , L-LP capital covers the maximum primary external-financing need. The printed Proposition 3 lacks this condition. Its Step 1 assumes L-LP participation binds, yet Assumption 3 bounds only total ; for permitted smaller , L-LPs can be scarce and the printed return formula fails. The added condition is explicit in the goal rather than hidden in the equilibrium definition. Assumption 7 is also a goal hypothesis, since it is specific to the no-segmentation result.
Assumption 4’s capital-call relief argument, Appendix A’s alternative contracts, the option for no GP fund, and the dynamic interpretation in Section 5.2 are outside this mission. The no-default constraint of (4) is imposed directly. A proof must establish equilibrium existence as well as properties of all equilibria, so a vacuous equilibrium predicate cannot meet the target. Contributions to the contract, return-gap, and clearing milestones are welcome.
Selected references
- Vincent Maurin, David T. Robinson, and Per Strömberg, A Theory of Liquidity in Private Equity, Management Science, 2023. DOI: 10.1287/mnsc.2022.4612. The formal statements use the authors’ December 2020 working-paper draft, especially §§3–4, §6, and Appendix C.5–C.6.