vehicle on January 20, 2026, which Crescent described as the largest credit CV transaction to date.5 Bloomberg reported Vista Equity Partners’ June 25, 2025 $5.6 billion Cloud Software Group transaction as one of the largest single-asset CVs to date.6 Together, these developments signal a durable shift in exit mechanics for global asset managers. For LPs, particularly those based in Europe, U.S. conti- nuation funds are becoming increasingly relevant. Euro- denominated investors seeking U.S. exposure may obtain it with reduced blind-pool risk: the target asset is already known, diligenced, and often seasoned under the same GP. CVs frequently offer co-investment strips and prefe- rential economics to rollover LPs, affording institutional investors – such as European insurers subject to Solvency II – tailored duration and fee profiles aligned with liabi- lity management strategies.9 These vehicles also create secondary liquidity for existing LPs, who may elect to sell into the transaction while preserving the option to rein- vest on updated terms.12 European participation still implicates AIFMD II, SFDR, Sol- vency II, and, post-Brexit, potential filings under the U.K. National Security and Investment Act (the NSI Act). AIFMD II’s April 16, 2026 transposition deadline has passed, and certain reporting measures apply from April 16, 2027.7 The European Commission proposed SFDR revisions on November 20, 2025, but the existing regime remains operative pending legislation, and revised Solvency II rules are scheduled to apply from January 30, 2027.8,9 The NSI Act Annual Report 2025–26 recorded 1,324 noti- fications: 95.6% were cleared without further action, 4.4% were called in, and nine final orders were issued, one of which blocked the transaction.10 In the United States, the Fifth Circuit vacated the SEC’s adviser-led secondaries rule on June 5, 2024, and the SEC announced the vaca- tur on October 31, 2024.11 ILPA’s standardized Continua- tion Fund Disclosure Template, issued January 27, 2026, continues to emphasize transparency, LP optionality, con- flicts management, and adequate decision time.12 These developments, together with cross-border tax leakage, ERISA, and GP-side conflicts, can elongate timelines and 5 Crescent Capital, “Crescent Capital and Pantheon Close $3.2 Billion Priva- te Credit Continuation Vehicle” press release (Jan. 20, 2026) (describing the transaction as the largest credit continuation vehicle transaction to date). 6 Bloomberg, report on Vista Equity Partners’ $5.6 billion Cloud Software Group continuation transaction (June 25, 2025). 7 EUR-Lex, Directive (EU) 2024/927, 2024 O.J. (L 2024/927) (Mar. 13, 2024), https://eur-lex.europa.eu/eli/dir/2024/927/oj. 8 European Commission, Proposal to revise the Sustainable Finance Disclosure Regulation (SFDR) (Nov. 20, 2025) (existing SFDR regime remains operative pending legislation). 9 European Insurance and Occupational Pensions Authority, Solvency II review materials (2026) (revised rules scheduled to apply Jan. 30, 2027). 10 U.K. Cabinet Office, National Security and Investment Act: Annual Report 2025–26 (July 14, 2026), https://www.gov.uk/government/publications/ national-security-and-investment-act-2021-annual-report-2025-26. 11 National Association of Private Fund Managers v. SEC, No. 23-60471 (5th Cir. June 5, 2024); U.S. Securities and Exchange Commission, “Announcement Regarding the Private Fund Advisers Rules” (Oct. 31, 2024). REPORT • FUNDS, EXITS & LIQUIDITY lead European LPs to negotiate enhanced information rights, independent fairness opinions, and stricter key- person covenants. In sum, continuation funds have evolved from opportu- nistic solutions into integral components of the global – not U.S.-only – private equity toolkit.1,2 Their adoption by marquee sponsors and their bespoke advantages for liability-sensitive capital point to continued growth, but trans-Atlantic investors must navigate divergent regula- tory regimes, conflicts, and valuation complexities to rea- lize the strategy’s promise.1,7,12 Link to article available here 12 Institutional Limited Partners Association, “Continuation Fund Disclosure Tem- plate” (Jan. 27, 2026), in Continuation Funds – Principles & Best Practices, https:// ilpa.org/industry-guidance/principles-best-practices/continuation-funds/. Siddesh Bale Sid focuses his practice on mergers and acquisitions and emerging company/venture capital transactions. He has experience representing public and private companies, private equity firms, and investment and hedge funds in an array of corporate transactions, including mergers, acquisitions, divestitures, financings, fund formation and general corporate matters across multiple industries. L. Crockett Stevenson Crockett is an associate in the firm’s Global Corporate Group, based in Chicago. He focuses on mergers and acquisitions, private equity transactions, and general corporate matters for private equity funds, their portfolio companies and other public and privately-held businesses. M&A REVIEW 2026 • Vol. 37 • pemacom 2026 4242