ADIC's Lawsuit Highlights Private Equity's CV Conflict
Dan Primack of Axis Pro Rata reports lawsuit highlights private equity's CV conflict: The Financial Times also reports private equity’s hot ‘continuation’ trade leaves some feeling singed:A Middle Eastern sovereign wealth fund last month sued to stop a Houston-based private equity firm from selling a portfolio company to a continuation vehicle, with both sides yesterday agreeing to enter arbitration.
- The deal is on hold. For now.
Why it matters: This dispute gets at the fundamental conflict between LPs and GPs when it comes to CVs, which may have just peaked, if you boil away all goodwill and assumption of positive intent.
On the docket: Abu Dhabi Investment Council is a limited partner in PE funds raised in 2011 and 2014 by Energy & Minerals Group. They both hold stakes in Ascent Resources, a large natural gas company that also counts First Reserve among its investors.
- ADIC claims that EMG decided that it could maximize its value for Ascent via a CV strategy.
- It then alleges that EMG tried to force an LP vote on very short notice, provided different data to different investors, and refused to let the LPs confer in private. ADIC also casts doubt on EMG obtaining the requisite votes it claims to have obtained.
- Neither side responded to Axios' request for comment.
The big picture: General partners often claim that they form CVs for their best portfolio companies, the ones they just can't yet bear to part with. Almost as a favor to LPs desperate for liquidity ("We're not selling, but if you need to...").
- LPs, however, are often skeptical but feel boxed in. If they don't participate, might they be blackballed in the next fundraise?
- There certainly are amicable CV situations in which everyone expects to benefit, but there's just as many that create LP unease.
Zoom in: ADIC's complaint, filed in Delaware Chancery Court and recently unsealed, lays out a different narrative. It alleges that EMG told existing LPs that Ascent was in bad shape, unable to go public or be sold, while telling prospective CV investors the opposite.
- Moreover, ADIC claims that the CV would have reset management fees and carry on Ascent in a way that would have benefited the general partner, which is generally frowned upon.
- It's also not too surprising, given that EMG hasn't raised a new fund since 2019 (i.e., the fee stream is running dry).
Look ahead: An arbiter is expected to render a final decision by Feb. 27, 2026, before which EMG has pledged not to complete the CV transaction.
A recurring theme in 2025 in the world of private equity is “keeping the wolf from the door”. For companies on the brink of running out of money, that manifests through the increasing popularity of so-called liability management exercises, where zombie companies are temporarily kept upright by tapping bountiful debt markets and strong-arming investors.
For companies in private equity portfolios that are not quite hobbled but not exactly thriving either, there are continuation vehicles. These are new funds created by the same private equity sponsor that can purchase a business when the original fund is at its contractual end. A way, in effect, of keeping a promising company in the fold.
A general rule in finance is that where there’s innovation there’s litigation. Liability management has produced a glut of US court cases; now continuation vehicles look likely to follow. A Middle Eastern wealth fund, the Abu Dhabi Investment Council, has sued a private equity firm, Energy & Minerals Group, which wants to shift a natural gas driller it owns from one pocket to another.
The problem, ADIC says, is that the deal is great for the private equity firm but not for the investors in the original fund. It contends the company in question, Ascent Resources, could be worth more than $7bn in a regular sale or an initial public offering, yet in fact the stake being transferred by EMG suggests a valuation of just $5.5bn.
Such blow-ups are inevitable when a buyout firm is on both sides of the deal, as is the case where continuation vehicles are involved. There are certain safeguards, to be sure: transparency, independent advisers, “fairness opinions” and fiduciary duty. Some claims of wrongdoing might be meritorious and others not. Where the original investors don’t get a windfall, disappointment will often ensue.
ADIC describes being forced into a “Hobson’s choice”. It could put in new cash, or roll over its investment on terms it described as “materially worse than the status quo”. It also said in its lawsuit that EMG had not tried hard enough for third-party, arms-length deals — though the Financial Times has reported other buyers passed on Ascent, believing the price too rich.
Private equity groups need to worry not just about selling assets to continuation funds, but the deals that come after. Where a continuation vehicle later makes a big profit by exiting its investment, it will spur claims — sincere or otherwise — that the limited partners in the first fund were taken for a ride. Some sponsors, including Clayton Dubilier & Rice, have netted sizeable profits through a second deal.
There are also examples that work the other way around. Clearlake Capital’s Wheels Pro went bankrupt in a successor fund. More recently, portable toilet company ISS, in a continuation vehicle backed by Fortress, Blackstone and Ares, is expected to be a wipeout, Bloomberg has reported.
Continuation vehicles, like liability management exercises, address real problems over timing and liquidity. Secondary funds, which buy whole slices of private equity portfolios, are another example.
But while the Masters of the Universe are good at navigating deadlines and cash crunches, they’re not always as deft at placating investors who feel they’ve got the rough end of the stick. For those people, litigation may continue to feel like the best medicine.
The person who sent me Dan Primack's comment also shared their perspective:
It’s a noteworthy case: continuation vehicles have become commonplace but they remain fraught with embedded conflicts, and this lawsuit puts several of those tensions in sharp relief.They added:
... for background, Alain Carrier (formerly CPPIB infrastructure/international, then CEO of Bregal Investments) has recently joined ADIC as head of private equity. You can likely expect them to take a more active stance going forward.I don't personally know Alain Carrier but he has a great reputation and I'm sure as Head of PE at ADIC he will lean on GPs heavily, especially if he feels it's not in their best interests.
These continuation vehicles have mushroomed recently and not surprisingly, they're not always in the best interest of LPs who want to see GPs realize and collect the maximum gain.
2025 hasn't been a great year for private equity. The environment is improving as rates drop, exits increase but there are a plethora of issues the industry needs to contend with.
This lawsuit against EMG will be monitored closely by LPs and GPs.
If ADIC proves the continuation vehicle isn't in their best interest, then this case might set legal precedence.
We shall see and while not all continuation vehicles are bad, you really need to do proper due diligence or risk having the wool pulled over your eyes.
At the very least, understand the challenges and potential conflicts of interest.
It doesn't surprise me that a new report finds continuation vehicles have peaked.
Below, Steve Balaban discusses everything you need to know about continuation funds.









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