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Most critiques of continuation vehicles focus on their occasional use as a tool to kick the can down the road in a slow market, but a recent dispute is now airing out some of the CV governance considerations that can also turn problematic.

In December, Abu Dhabi Investment Council, an independently managed unit of Mubadala Investment Company, filed suit in Delaware Chancery Court in an attempt to block sponsor Energy & Minerals Group from transferring a stake in Ascent Resources, a natural gas operator in the Utica shale formation, into a continuation fund at a valuation of around $5.5 billion.

The parties have since agreed to pursue arbitration, with the transaction halted until at least late February 2026.

The sovereign wealth fund's complaint alleges that EMG prioritized its own economics over investor interests: "Defendants are trying to force a conflicted sale of EMG fund assets to a continuation vehicle to reap a massive benefit for themselves at the expense of ADIC and the other investors to whom Defendants owe fiduciary duties."

"Defendants have made multiple material misstatements and omissions about the proposed transaction and employed a variety of coercive tactics," lawyers for ADIC wrote in the filing. "In so doing, EMG has placed its own self-interest above the interests of its investors."

Court filings indicate that the limited partner advisory committees of two EMG-managed funds holding Ascent initially declined to waive the conflict of interest on the proposed transaction—EMG received just 3 of 43 Advisory Board members' votes—and numerous members asked for additional time and information.

ADIC claims the sponsor then approached LPs individually and eventually claimed it had received LPAC approval without holding a second formal vote or providing documentation of the consent.

The complaint argues that EMG was incentivized to pursue as low a valuation as possible on the CV transaction to maximize its ultimate outcome from Ascent.

The sponsor, says the complaint, intended to roll its existing equity, has the option to contribute new equity at what could be an artificially low price, and will have its carried interest reset.

The move could also salvage the EMG’s economics on an asset that might not have generated meaningful carry through a conventional exit at the current valuation, and the lower the CV valuation, the greater the potential carry at the subsequent exit.

In pursuit of a depressed CV valuation, ADIC believes EMG misrepresented the value of the asset to its LPs and downplayed market appetite for alternative exit options.

EMG did hire an advisor to obtain a fairness opinion on the CV purchase price. But ADIC alleges that the fairness opinion relied on unrealistically negative valuation assumptions provided by EMG, which were meaningfully worse than the assumptions used in the CIM shown to potential CV investors.

According to the complaint, "a key input for analysis of the CV Transaction was Ascent’s 'inventory life,' which is a measure of Ascent’s inventory (i.e., for how many years Ascent will be able to sell natural gas until it runs out). As EMG later told ADIC and other Advisory Board members, '[i]nventory life is one of the strongest corollaries to valuation.'"

"EMG has stated to the Advisory Boards that Ascent’s valuation is materially depressed compared to peers because Ascent has only an inventory life of [redacted].”

“At the same time, unbeknownst to Advisory Board members, EMG told potential investors in the continuation vehicle the opposite: Ascent has an inventory life of [redacted], which makes it a 'premier asset with competitive advantages' compared to peers."

ADIC says that EMG pitched the CV Transaction as the only feasible way for limited partners to access liquidity at a fair price, claiming there was no viable exit path through an IPO or sale of the company.

"EMG told the Advisory Boards that Ascent has no prospects of an IPO or M&A transaction," says the filing.

"At the same time, EMG told prospective investors in the continuation vehicle that an IPO is expected and an 'upside case' involves a merger. There were even discussions earlier this year among EMG and another significant Ascent shareholder of conducting an IPO. None of this was disclosed to Advisory Board members."

ADIC's accusation that EMG was dishonest in its gloomy portrayal of available exit options seems to be supported by competing bids for Ascent that were received from third parties after the governance dispute went public.

Last month, Kimmeridge Energy Management submitted a $6 billion offer, positioning its bid as superior to the CV valuation.

"Our view is that this is a significant premium versus the valuation proposed in the continuation funds," Kimmeridge managing partner Ben Dell said. "It is a high-quality asset with significant strategic value. When we look at the valuation that is being floated out there, our belief is there are better options for investors."

Hedge fund Mason Capital Management also expressed interest, publishing a letter to Ascent's board that corroborated ADIC's complaints and called EMG's sale process "fundamentally flawed." Mason indicated it was prepared to make an all-cash offer superior to EMG's proposed transaction.

Ultimately, if it's determined that Kimmeridge's offer provides real value uplift, EMG could face an uncomfortable choice: accept a higher third-party bid that validates investor complaints, or defend the lower price through arbitration.

• EQT (Stockholm: EQT) agreed to acquire Coller Capital, a London-based secondaries firm with nearly $50 billion in assets, for up to $3.7 billion.

• Stone Point Capital is in exclusive talks to acquire Amber River, a UK-based wealth manager with £15 billion in assets, from Penta Capital at a potential valuation of around £800 million, per Financial News.

• Beazley (LSE: BEZ), a UK specialty and cyber insurer, rejected a £7.67 billion takeover offer from Zurich Insurance Group (SIX: ZURN).

• Deutsche Boerse agreed to acquire Allfunds (Euronext Amsterdam: ALLFG), a fund distribution platform, for €5.35 billion in cash and stock.

• Blackstone (NYSE: BX) is exploring a sale or IPO of Beacon Offshore Energy, a Gulf of Mexico oil and gas operator that could be valued at more than $5 billion, per Bloomberg.

• Eaton Corp. (NYSE: ETN) is working with an adviser to explore a sale or spinoff of its vehicle unit, which could be valued at $5 billion, per Bloomberg.

• Advent International has hired UBS and Rothschild to advise on the sale of Irca, an Italian industrial confectionery group, which could be valued at around €3 billion, per Bloomberg.

• Cenovus Energy (NYSE: CVE) is considering a sale of its conventional oil and gas assets in the Deep Basin of Alberta, which could be valued at around C$3 billion, per Reuters.

• Platinum Equity is exploring a sale of Hop Lun, a Hong Kong-based lingerie and swimwear manufacturer, which could be valued at up to $1 billion, per Bloomberg.

• Inspira Global agreed to acquire a controlling stake in Restaurant Brands Asia, the operator of Burger King in India and Burger King and Popeyes in Indonesia, for about $505 million, from Everstone Capital.

• Worldwide Clinical Trials, backed by Kohlberg & Co., agreed to acquire Catalyst Clinical Research, an oncology-focused contract research organization, from QHP Capital for just under $500 million.

• Smithfield Foods (Nasdaq: SFD) agreed to acquire Nathan's Famous (Nasdaq: NATH), the iconic hot dog brand, for around $450 million in cash.

• TowerBrook agreed to acquire a majority stake in MSA Mizar, a Milan-based insurance claims management provider, from Columna Capital for €350 million to €400 million, per PE Hub.

• TDR Capital agreed to acquire Escode, a software escrow business, from NCC Group (LSE: NCCG) for £275 million.

• Grant Avenue Capital acquired 21st Century Healthcare, a Tempe, Arizona-based manufacturer of vitamins, minerals, and supplements for humans and pets.

• Resurgens Technology Partners acquired OrgChart, a provider of organizational chart automation and workforce planning solutions, from Lock 8 Partners.

• Aurora Capital Partners acquired Anova, a provider of industrial Internet of Things solutions for remote asset monitoring, from FFL Partners.

• Metagenics, a portfolio company of Gryphon Investors, acquired Symprove, a UK-based probiotic manufacturer, from bd-capital.

• Fengate Private Equity invested in Sussex Strategy Group, a Canadian public affairs and strategic communications firm.

• Aquitaine Capital acquired a majority stake in KidsChoice, an Oklahoma-based autism and pediatric therapy provider.

• RLH Equity Partners invested in Valent Partners, a Dallas-based technology strategy and transformation firm specializing in data, analytics, and AI.

• Cohere Capital invested in FlexTecs, an Atlanta-based provider of recovery audit, contract compliance, and payment accuracy software.

• Transom Capital Group acquired WellBiz Brands, a franchisor of beauty and wellness concepts including Drybar, Elements Massage, and Fitness Together, from KSL Capital.

• Victoria Park Medispa, a portfolio company of Peloton Capital Management, acquired PHI Medical Aesthetics, a Calgary-based provider of non-surgical aesthetic services.

• Qiagen (NYSE: QGEN), a European molecular testing firm, is exploring strategic options, including a potential sale, following renewed takeover interest, per Bloomberg.

• Echo Global Logistics, a portfolio company of The Jordan Company, agreed to acquire ITS Logistics, a Reno-based third-party logistics provider, from GHK Capital Partners.

• Godspeed Capital Management invested in Engineering Resource Group, a Mississippi-based MEP engineering, consulting, and design firm.

• Arora Engineers, a portfolio company of Jacmel Partners, acquired J.A. Watts, a Chicago-based program and construction management firm.

• BlueRidge Life Sciences, a portfolio company of Renovus Capital Partners, acquired Design Science, a Philadelphia-based human factors and usability engineering consultancy.

• Allshares, a portfolio company of Bregal Milestone, acquired Stock & Option Solutions, a Nashville-based provider of equity compensation and stock plan administration services.

• Platinum Equity acquired Czarnowski Collective, a Chicago-based experiential marketing services firm.

• GTCR partnered with former Match Group executive Gary Swidler to form Ascent Sports Group, a new technology and media platform focused on the youth and amateur sports ecosystem.

• Centerbridge Partners agreed to acquire a structured minority interest in Pure Cremation, a UK-based funeral services provider, from Epiris and CEO Dean Lamble.

• Argano, a portfolio company of Trinity Hunt Partners, acquired Advantco International, a North Carolina-based enterprise integration software provider, from Montage Partners.

• Water Street Healthcare Partners invested in MedSpeed, an Elmhurst, Illinois-based provider of same-day logistics for the healthcare industry.

• ConnectWise, a portfolio company of Thoma Bravo, acquired zofiQ, a Toronto-based agentic AI platform for service desk automation.

• BV Investment Partners acquired the managed repair program division of Alacrity Solutions, rebranding the business as Altimeter Solutions Group.

Tech, Vertical SaaS, & Misc. Enterprise

• SambaNova, an AI hardware and software developer for enterprise generative AI, is seeking to raise up to $500 million in new funding from technology companies and semiconductor manufacturers.

• RadixArk, an AI inference and LLM infrastructure developer, raised new funding at a $400 million valuation led by Accel.

• Baseten, an AI inference platform, raised $300 million in new funding at a $5 billion valuation co-led by IVP and CapitalG, with participation from Nvidia.

• Upscale AI, a developer of AI networking chips, raised $200 million in Series A funding at a valuation of more than $1 billion co-led by Tiger Global, Premji Invest, and Xora Innovation, with participation from Maverick Silicon, StepStone Group, Mayfield, Prosperity7 Ventures, Intel Capital, and Qualcomm Ventures.

• Applecart, a relationship-based marketing data platform, raised $100 million in Series C funding led by Blackstone at a $700 million valuation.

• Fracttal, an AI-powered asset maintenance platform, raised $35 million in growth funding led by Riverwood Capital, with participation from GoHub Ventures, Seaya Ventures, Kayyak Ventures, and Amador.

• Furl, an AI-powered security remediation startup automating vulnerability and configuration fixes, raised $10 million in seed funding led by Ten Eleven Ventures, with participation from Open Opportunity Fund.

• Renterra, a Chicago-based equipment rental software platform, raised $9 million in Series A funding led by Avenue Growth Partners, with participation from Alaris Capital, Bienville Capital, and Iron Prairie Ventures.

• Legato, an AI-powered SaaS customization platform, raised $7 million in seed funding led by S Capital VC, with participation from Cerca Partners.

Fintech

• Anchorage Digital, a federally chartered digital asset bank, is seeking to raise between $200 million and $400 million in pre-IPO funding.

• Datarails, an AI financial planning platform for CFOs, raised $70 million in Series C funding at a $550 million valuation led by One Peak, with participation from Vertex Growth, Vintage Investment Partners, Zeev Ventures, Innovation Endeavors, Qumra Capital, and ClalTech.

• Benepass, a benefits management platform, raised $40 million in Series B funding led by Centana Growth Partners, with participation from FoW Partners, Portage Ventures, and Threshold Ventures.

• Cloover, a Berlin-based residential clean energy fintech, raised $22 million in Series A funding and a $1.2 billion debt facility co-led by MMC Ventures and QED Investors, with participation from Lowercarbon Capital, BNVT Capital, Bosch Ventures, Centrotec, and Earthshot Ventures.

• Stoïk, a French cyber insurtech for mid-market companies, raised €20 million in Series C funding co-led by Impala and Opera Tech Ventures, with participation from Alven and Andreessen Horowitz.

Consumer & Media

• Preply, a language learning marketplace, raised $150 million in Series D funding at a $1.2 billion valuation led by WestCap.

• Statusphere, an AI-powered micro-influencer marketing platform, raised $18 million in Series A funding led by Volition Capital, with participation from HearstLab, 1984 Ventures, and How Women Invest.

Healthcare

• OpenEvidence, an AI medical search engine for doctors, raised $250 million in Series D funding at a $12 billion valuation co-led by Thrive Capital and DST Global, with participation from Nvidia and Google Ventures.

• Zarminali Pediatrics, an integrated pediatric primary and specialty care provider, raised $110 million in Series A funding led by Healthier Capital, with participation from General Catalyst and K2 HealthVentures.

• Mendra, an AI biotech developing rare disease therapeutics, raised $82 million in Series A funding co-led by OrbiMed, 8VC, and 5AM Ventures, with participation from Lux Capital and Wing VC.

• Think Bioscience, a biotech developing small-molecule drugs for difficult targets, raised $55 million in Series A funding co-led by Regeneron Ventures, Innovation Endeavors, and Janus Henderson Investors, with participation from CE-Ventures, MBX Capital, YK Bioventures, AV8 Ventures, CU Innovations, and Buff Gold Ventures.

• VieCure, an AI oncology care platform, raised $43 million in new funding led by Northpond Ventures, with participation from Durable Capital Partners, Socium Ventures, and Sator Grove Holdings.

• AnswersNow, a virtual ABA therapy platform for children with autism, raised $40 million in Series B funding led by HealthQuest Capital, with participation from Left Lane Capital and Owl Ventures.

• L-Nutra, a longevity and medical nutrition technology company, raised $36.5 million in Series D funding led by Mubadala Investment Company, with participation from Brentwood Associates and 618 Ventures.

• ErVimmune, a French biotech developing cancer vaccines and cell therapies targeting retrovirus-derived tumor antigens, raised €17 million ($19.8 million) in Series A funding from SPRIM Global Investments and Seventure Partners.

• Infinitopes, a clinical-stage cancer vaccine biotech, raised $15.4 million in seed extension funding, co-led by Octopus Ventures and Amplify Bio, with participation from Macmillan Cancer Support, Manta Ray Ventures, and Cancer Research Horizons.

• One to One Health, an employer-sponsored primary care provider, raised $12 million in new funding from Frist Cressey Ventures.

Industrials, Greentech, & Other

• Zipline, a drone delivery startup, raised more than $600 million in new funding at a $7.6 billion valuation led by Valor Equity Partners, with participation from Tiger Global, Fidelity, and Baillie Gifford.

• Noveon Magnetics, a rare earth magnet manufacturer, raised $215 million in Series C funding led by One Investment Management.

• Zanskar, a Salt Lake City-based AI geothermal energy company, raised $115 million in Series C funding led by Spring Lane Capital, with participation from Obvious Ventures, Union Square Ventures, Lowercarbon Capital, and Munich Re Ventures.

• Sage Geosystems, a Houston-based geothermal energy and storage developer, raised $97 million in Series B funding co-led by Ormat Technologies and Carbon Direct Capital, with participation from SiteGround Capital and UC Berkeley.

• Jetson, a home electrification and heat pump developer, raised $50 million in Series A funding led by Eclipse, with participation from 8VC, Activate Capital, Garage Capital, and Active Impact.

• Equitable Earth, a nature-based carbon project certification provider, raised €12.6 million in Series A funding led by a US-based family office, with participation from AENU and noa.

• Blueprint Equity, a San Diego-based growth equity firm, raised $333 million for its third fund focused on capital-efficient enterprise software and B2B services.

• Athvance Capital, founded by former JPMorgan banker Karim Ben Rejeb and former Eurosport executive Danny Menken, launched a new investment platform targeting €500 million for emerging and under-commercialized European sports assets.

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