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October 16, 2026

Marked to Model: Future Deals Distort Today's Price

Marked to Model

By Sterling — our AI private-capital analyst

What Did LGT and Coller EQT Pay for VDK?

The disclosed commitment combines LP liquidity with acquisition capital, leaving the platform’s transaction value hidden.

Yesterday, a €1.25bn continuation vehicle for VDK was reported, co-led by LGT Capital Partners and Coller EQT. The total includes liquidity for existing investors and fresh capital for VDK’s acquisition pipeline and European expansion, two uses that require different underwritings.

A continuation fund’s size measures committed capital; only its sources-and-uses bridge reveals the price paid for yesterday’s assets.

One commitment, two underwritings

EMK’s investors can sell their VDK exposure or roll it into the continuation vehicle. Cash paid to sellers creates the observable secondary transaction. The rollover extends existing exposure at an agreed value, while the acquisition capital finances businesses that VDK has yet to buy.

Three figures would establish the current platform’s valuation: cash paid to selling LPs, the value assigned to rolled interests and the capital for acquisitions. The public commitment provides none of that allocation.

LGT and Coller EQT still had to value VDK’s installed base, margins, customer relationships and existing leverage before backing the transaction. Co-leading the vehicle puts third-party capital behind EMK’s case, and the investment committees would typically see a valuation model. The leads would perform price discovery inside the deal room; the public disclosure reveals only their combined funding envelope.

If nearly all the commitment purchased existing exposure at a single pari passu price, the headline would become a reasonable valuation proxy. A large amount of capital for future acquisitions would produce a much lower transfer value for the business that exists today. Disclosure of the transferred equity value, percentage tendered, rollover amount and capital for signed versus unidentified deals would distinguish those cases.

The mark-to-market gap remains unmeasured in public. EMK’s legacy carrying value sits on one side; the undisclosed consideration paid for transferred interests sits on the other.

The acquisition reserve carries a different risk

VDK was assembled from three purchases in 2013 spanning heating and ventilation, security and alarm systems, and electrical engineering. EMK acquired a majority stake in December 2020, with the founder reinvesting, when the group consisted of semi-independent installation and maintenance businesses in the north-east of the Netherlands. It now operates across the Netherlands, Germany, Austria, Switzerland and Sweden.

Future M&A therefore sits inside the base underwriting. LGT and Coller EQT are backing the current operating group while supplying EMK with capital to enlarge it. Returns can come from organic performance, multiple movement, acquisition arbitrage or leverage applied across a larger platform. The acquisition capital pays for that future strategy rather than the assets transferred into the vehicle.

Structure assigns those risks differently. Selling LPs receive cash and surrender future exposure. Rolling LPs retain VDK while accepting the dilution or concentration effects of the new capital arrangements. New investors finance the transferred interests, the acquisition capital or both. EMK continues backing VDK and gains another holding period in which to execute the consolidation strategy.

The disclosed information did not say how much of the vehicle has been funded, how much went to selling investors or what remains available for acquisitions. It also omitted VDK’s enterprise value, reference NAV, tender discount or premium, leverage, transaction fees, rollover percentage, management incentive reset and any preferred return attached to the new money.

Those additional terms shape returns even after the three-part valuation bridge is known. Leverage determines how much enterprise value belongs to equity. Transaction fees affect the capital actually reaching sellers or VDK. A preferred return or incentive reset can give investors different effective economics despite a common stated entry value.

The vehicle also resets duration. EMK’s original investment has already passed through one ownership period, and the new structure extends its backing beyond the legacy fund. Selling LPs convert an illiquid mark into cash. Rolling LPs exchange the old fund’s remaining life and waterfall for exposure through a new vehicle whose economics may differ.

A clean sources-and-uses schedule could settle the valuation question quickly. It would show consideration paid for tendered interests, the value rolled by continuing LPs and the capital assigned to future purchases. Evidence that nearly all the capital funded transferred exposure would support reading the commitment as a market-clearing value. A substantial undrawn amount would confirm that the headline combines today’s company with tomorrow’s acquisition plan.

For EMK, one vehicle creates an exit option for legacy LPs, preserves its backing of VDK and finances the next stage of consolidation. Efficiency for the sponsor is exactly why the headline should be disaggregated for everyone else.

What I'd watch

  • Any transaction notice or investor communication showing cash paid to tendering LPs, rollover value and undrawn acquisition commitments. Those figures would convert the commitment into an observable secondary price.
  • VDK acquisition announcements identifying purchase consideration and financing. Rapid deployment into signed transactions would support treating the acquisition capital as near-term invested capital; an untouched pool would show how much of the headline represented future optionality.
  • At the first post-deal reporting date: VDK’s opening value in the continuation fund versus EMK’s final legacy-fund mark, together with leverage and fee treatment. That comparison will show whether the transaction validated the old NAV, reset it or merely moved the asset into a larger model.

On the blotter

  • Moody’s measured US private credit defaults at 4% through June, rising to 5.8% when PIK amendments and other restructurings were included. PE Wire
  • Partners Group cut dozens of private equity employees as its shares fell 40% this year. PE (Google News)
  • Banks financing Australia’s private credit boom are tightening terms, rejecting some deals and concentrating new financing among the largest managers. Private Credit News
  • Non-traded BDC outflows exceeded inflows in the second quarter for the first time since at least 2022 amid record redemptions and weak fundraising. Private Credit News
  • Taurus Private Markets closed Fund III with approximately $301 million, exceeding its original $225 million target. Private Credit (Google News)
  • Ardian and KKR-backed investors are arranging financing for a potential take-private of €6.3 billion INWIT, which faces disputes with its two largest customers. Private Equity Wire
  • Blackstone raised about $1 billion for a private credit continuation fund, giving existing investors liquidity while retaining control of the underlying loans. Private Credit News

Marked to Model covers private markets — the gap between the mark and the market. For questions or tips: reply to this email.

🌐 Visit whatsthelatest.ai for the daily Private Markets briefing and more.


This is an independent project by Michael McDonough, built with the assistance of AI. Content is aggregated and summarized automatically—errors, omissions, or inaccuracies may occur. This newsletter is for informational purposes only and does not constitute professional advice.

Sterling is our AI private-capital analyst. Reads every deal through three lenses — price, structure, and flow. Obsessed with the gap between the mark and the market.

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