The continuation vehicle timeline from kickoff to closing

A continuation vehicle transaction moves one or more assets out of an existing fund into a new vehicle with fresh capital and fresh terms. From kickoff to closing it usually takes four to nine months. The deal runs through roughly five phases: structuring and lead selection, diligence and the data room, pricing and documentation, the investor election period, and closing. The election period anchors the whole schedule, because existing LPs need a fixed, defensible window to decide whether to roll or sell, and almost everything else is timed around it. The ranges are wide for a reason. The legal work is bounded; the coordination across the GP, the lead investor, existing LPs, counsel, and the administrator is not.

What follows is each phase, how long it usually runs, and where the weeks disappear.

What are the phases of a continuation vehicle transaction?

Most processes break into five phases. They overlap in practice, but the sequence below is how the schedule gets built and where each party's work sits.

Add these up and the floor is roughly four months. A process with a competitive lead auction, a complex asset, or a fairness opinion requirement runs well past six. The phases are not strictly linear. Documentation drafting usually starts before diligence finishes, and the election period cannot open until the key terms are locked.

Why is the election period the anchor of the schedule?

The election period is the window in which existing limited partners choose to roll their interest into the continuation vehicle, sell to the lead investor at the agreed price, or in some structures take a status quo option. It anchors the schedule because it is the one phase with a hard start and a hard end that cannot be compressed much without raising process concerns.

Regulators and the market expect LPs to have a genuine opportunity to consider the decision. Guidance from bodies such as the SEC in the United States and ILPA has pushed GPs toward clearer disclosure and adequate time for the election, which in practice means a window measured in weeks rather than days. The mechanics of how that window runs, from notice to tally, follow the continuation fund investor election workflow, and getting it wrong is expensive to redo.

Because the election has a fixed length, everything upstream is scheduled backwards from its planned open date. If pricing slips, the election slips, and closing slips with it. The GP cannot open the window on provisional terms.

How long does structuring and lead selection take?

This phase runs four to ten weeks and sets the tone for everything after. The GP identifies the assets, decides whether to run a broad auction or a bilateral process with a known secondary buyer, and negotiates headline terms: price range, rollover terms for existing LPs, GP commitment, and any crystallised carry.

A competitive process adds weeks. Multiple bidders mean multiple diligence streams, more rounds of term negotiation, and a later point at which the lead is actually locked. A bilateral deal with a single trusted lead moves faster, but it can draw sharper questions from the LP advisory committee about whether the price was tested.

The GP also starts the conflicts analysis here. A continuation vehicle is a related-party transaction, so the LPAC consent process and any fairness or valuation opinion need scoping early. Leaving that work until pricing is agreed is a common way to lose a fortnight.

Where do GPs lose weeks?

The duration ranges above assume reasonable coordination. Most overruns come from a handful of predictable failures, and all of them are operational rather than legal.

1. Late or incomplete data rooms. When diligence materials arrive in batches, the lead's review restarts each time a gap is filled, and the diligence phase stretches.
2. Repeated communication rounds with LPs. Elections that depend on LPs understanding a complex choice generate waves of questions. If the GP answers them inconsistently or slowly, the window drags or has to reopen.
3. Document rework. Terms that were agreed in a term sheet get reopened in the purchase agreement, and each reopened clause ripples through the fund documents and the election notice.
4. Consent and signature chasing. Closing waits on the last LPAC member, the last countersignature, and the last KYC refresh, and these tend to surface at the end rather than the start.

A well-run data room is the single biggest lever on the diligence phase. Assembling it against a proper continuation vehicle data room checklist before the lead starts work removes the batch-and-restart problem entirely.

What happens during pricing, documentation, and closing?

Pricing and documentation run in parallel over four to eight weeks. The valuation gets agreed, usually supported by an independent opinion, and counsel drafts the purchase agreement, the new vehicle's governing documents, and the election materials in tandem. The LPAC reviews the conflicts position and gives or conditions its consent during this phase.

Closing itself is two to four weeks of mechanical work that feels anything but mechanical under deadline. The election results are tallied, rolling LPs are admitted to the new vehicle, selling LPs are cashed out at the agreed price, and the administrator updates the registers of both the old and new vehicles.

Closing is where a thin audit trail hurts. If the GP cannot quickly evidence who elected what, who consented, and which document version each party signed, the final settlement turns into a reconciliation exercise. The work is bounded; the chasing is not.

How can a GP hold the timeline?

The levers that keep a continuation vehicle on schedule are unglamorous and mostly front-loaded. Scope the conflicts and LPAC consent process at kickoff rather than after pricing. Build the data room complete before the lead begins diligence. Lock headline terms firmly enough that the purchase agreement does not reopen them. Fix the election window length early and schedule every upstream phase backwards from its open date.

The coordination burden on a continuation vehicle resembles a complex secondary transfer at scale, and the same operational discipline that keeps a single LP transfer closing on track applies to the hundreds of moving parts here. One authoritative version of each document, one place where elections and consents are recorded, and a clear owner for each phase will save more weeks than any amount of legal speed.

Where to start

Navys brings continuation vehicle elections, data rooms, and investor communications into one structured workspace so every phase has a clear owner and a complete audit trail. If you are planning a continuation vehicle and want to understand where the time and cost actually go in a comparable fund transaction, read The True Cost of LP Transfers.