Data room for selling a GP stake
In a GP stakes deal the manager raises permanent capital by selling a passive minority share of its management company, and sometimes of carry, to a GP stakes fund. The data room shows the firm as a business: fee revenue by fund, expenses, carry outlook, fundraising history and succession.
Folder index
- 01 Firm overview History, strategies, assets under management, ownership today.
- 02 Management company financials Audited or reviewed financials, revenue by fund, expense breakdown.
- 03 Fee schedules Fee terms by fund, step-downs, offsets, fee holidays.
- 04 Carry Carry by fund, current accrued value, realization outlook, allocation among partners.
- 05 Fundraising history and plan Past fund sizes and timelines, re-up rates, successor fund plans.
- 06 Fund performance Net returns for each fund, benchmark comparison.
- 07 People Partner agreements, compensation, vesting, succession plan.
How this raise works
Managers sell GP stakes to fund GP commitments to their own funds, launch new strategies, buy out a retiring founder or strengthen the balance sheet. Buyers are GP stakes funds that themselves raise from pensions, insurers and sovereign wealth funds, and that value the stake on long-run management fee earnings plus a share of carry.
The buyer models the firm. It reviews management fee revenue by fund and its expected path as funds step down and new funds close, fee-related earnings, operating costs and compensation, carry by fund with realization timing, the GP balance sheet, and the probability of raising successor funds. Team concentration and succession are major value drivers, since a stake in a firm that depends on one founder is worth less.
LP relations matter too. Many LPAs require disclosure of changes in management company ownership, some LPs worry about alignment when GPs sell economics, and a registered adviser must consider whether the deal could be an assignment of advisory contracts that needs client consent. Stakes are usually structured as passive minority interests to avoid that.
Best data rooms for this raise
The 16 rooms re-ranked with this raise's weights. Permission control carries the most weight here.
- Investor tracking 20%
- Permission control 30%
- Raise workflow 22%
- Investor onboarding 13%
- Cost of a raise 15%
-
Full deal room with AI, a listed price and a 14-day free trial.
Price $149 a month Trial 14-day free trial Features 8 of 12 listed -
Long-running M&A platform with layered permissions and fast support.
Price Priced on request Trial Free trial available Features 9 of 12 listed -
Deal room with AI and readiness tools for preparing a process.
Price Priced on request Trial Free trial available Features 8 of 12 listed -
Bank-grade platform for large processes, with AI and a mobile app.
Price Priced on request Trial Demo on request Features 10 of 12 listed -
One of the oldest deal rooms, common on bank-led transactions.
Price Priced on request Trial Demo on request Features 8 of 12 listed -
Easy, reliable deal room favored by mid-market advisers.
Price Priced on request Trial Free trial available Features 7 of 12 listed -
Deal room with a listed monthly price and an open API.
Price $299 a month Trial Free trial available Features 7 of 12 listed -
European deal room strong in real estate, with AI features.
Price Priced on request Trial Demo on request Features 8 of 12 listed -
Security-focused deal room with detailed permission controls.
Price Priced on request Trial Demo on request Features 7 of 12 listed -
Simple flat-rate deal room with signing and Q&A.
Price $250 a month Trial Free trial available Features 8 of 12 listed
Places 11 to 16: Box (7.2), DealRoom (7.1), ShareVault (7.0), Venue by DFIN (6.3), Digify (6.1), DocSend (5.5)
Folder index for the room
A starting index for this raise. Number the folders so the order survives exports and investors can cite them in questions.
- 01 Firm overviewHistory, strategies, assets under management, ownership today.
- 02 Management company financialsAudited or reviewed financials, revenue by fund, expense breakdown.
- 03 Fee schedulesFee terms by fund, step-downs, offsets, fee holidays.
- 04 CarryCarry by fund, current accrued value, realization outlook, allocation among partners.
- 05 Fundraising history and planPast fund sizes and timelines, re-up rates, successor fund plans.
- 06 Fund performanceNet returns for each fund, benchmark comparison.
- 07 PeoplePartner agreements, compensation, vesting, succession plan.
- 08 Legal and regulatoryLPA provisions on ownership change, Form ADV, exam history, litigation.
- 09 Transaction termsTerm sheet, governance rights proposed, use of proceeds.
- 10 Q&ABuyer questions and approved answers.
Features this raise needs
| Feature | Why | Ellty | iDeals | Ansarada | Datasite | Intralinks | Firmex |
|---|---|---|---|---|---|---|---|
| View-only files | Files can be read but not saved or printed, and the setting can change mid-raise without a new invite. | ||||||
| Q&A module | LPs and lead investors post questions on a file; the deal team routes each one, drafts a reply and decides who sees it. | ||||||
| Investor activity log | A per-investor record of opens, pages and minutes, which tells the IR team who is in diligence and who stalled. | ||||||
| Dynamic watermarks | Stamps the reader and a timestamp over every page, so a PPM that leaks carries its source with it. | ||||||
| Built-in redaction | Masks fee splits, investor names or personal data in place, with no edited duplicate to keep in sync. |
Setting up the room
- 01
Build the fee forecast
Model management fees by fund through step-downs and planned new funds. Buyers will rebuild it, so show assumptions.
- 02
Settle partner economics first
Who sells, who keeps what, and how carry is shared should be agreed internally before any buyer sees the room.
- 03
Check the LPAs
List every LPA clause on management company ownership changes and key person events, with the planned response.
- 04
Limit access to partner compensation
Restrict compensation and partner agreements to a small buyer team with view-only access.
- 05
Plan the LP message
Prepare a short explanation of the deal and use of proceeds for LPs before it becomes public.
Common mistakes
- A fee forecast that assumes every successor fund closes on time and at a larger size.
- Partner disputes over carry surfacing during buyer diligence.
- No review of LPA disclosure duties before signing.
- Compensation files open to the full buyer team.
Calculators for this raise
Or take the four-question quiz and check the raise checklist.
Questions and answers
What is a GP stakes deal?
The sale of a minority, usually passive, interest in a fund manager's management company, and sometimes its carry, to an investor that wants a share of the firm's long-run earnings.
Why do managers sell GP stakes?
To fund GP commitments, seed new strategies, provide liquidity or succession for founders, or strengthen the firm's balance sheet.
Do LPs need to approve a GP stake sale?
It depends on the LPA and the structure. Many LPAs require disclosure, and a change that amounts to an assignment of advisory contracts needs consent, which is one reason stakes are kept passive and minority.