EisnerAmper Spins Fund Stake Into $750M Continuation Vehicle

EisnerAmper LLP has closed a $750 million continuation vehicle (CV) transaction that transfers existing fund investors' stakes to a new vehicle managed by TowerBrook Capital Partners, according to an announcement issued Wednesday. The deal lets current backers cash out while TowerBrook extends its hold on the seventh-largest U.S. accounting firm — a structure that's becoming the go-to move for GPs who aren't ready to sell but need to deliver liquidity.

It's the latest sign that GP-led secondaries are no longer a niche maneuver for distressed situations. They're now a standard tool in the private equity playbook, especially when an asset is performing well but market conditions for a traditional exit look dicey. EisnerAmper fits that profile: the firm has grown headcount by over 40% since TowerBrook's initial investment in 2021 and expanded into new geographies, but the market for selling professional services firms has been lumpy.

The transaction values EisnerAmper at approximately $750 million, though neither party disclosed the exact equity stake TowerBrook holds or how the valuation compares to the 2021 entry price. What's clear is that existing limited partners in TowerBrook's funds had the option to roll into the new vehicle or take liquidity — and enough chose to stay that the CV closed with what the firms called "strong support" from LPs.

Chetan Chandorkar, TowerBrook's operating partner who has worked closely with EisnerAmper's management since the initial deal, called the firm "a clear leader in the accounting and advisory industry" and cited its digital-first strategy and M&A track record as reasons for doubling down. Translation: TowerBrook thinks there's more value to extract, and it's betting its LPs will wait for it.

GP-led continuation vehicles accounted for $28 billion in transaction volume in the first half of 2024, according to data from Jefferies, which advised EisnerAmper on the deal. That's up from less than $10 billion annually five years ago. The structure has gone from an edge case to a core liquidity mechanism, particularly in sectors where exit multiples have compressed but operating performance remains strong.

The appeal for GPs is obvious: they avoid selling an asset into a weak market while still offering LPs a chance to exit. For LPs, it's more complicated. Those who roll into the new vehicle are betting the GP can deliver additional alpha over an extended hold period — often another 3-5 years. Those who take liquidity are accepting whatever price the CV sets, which may or may not reflect what a strategic buyer would pay in a competitive process.

Critics of the structure argue it creates conflicts of interest. The GP controls the pricing and the timeline, and LPs don't get to see what a real auction might yield. Proponents counter that in many cases, a traditional exit isn't viable at an acceptable valuation, and the CV provides liquidity that wouldn't otherwise exist. EisnerAmper's deal appears to fall in the latter camp: the firm has grown aggressively, but the market for selling large accounting practices to strategic buyers has been quiet, with most M&A activity focused on smaller regional players.

TowerBrook's decision to pursue a CV rather than test the market with a sale process signals confidence in EisnerAmper's runway but also pragmatism about what buyers are currently paying for professional services firms. Accounting practices trade at lower multiples than software companies, and the Biden administration's increased scrutiny of large accounting firm consolidation has added regulatory uncertainty to any potential sale to a Big Four competitor.

TowerBrook first invested in EisnerAmper in December 2021, acquiring a stake from private equity firm Charlesbank Capital Partners, which had backed the firm since 2019. At the time, EisnerAmper had around 3,000 employees and $600 million in revenue. Today, it reports over 4,200 employees and a geographic footprint that includes 35 offices across the U.S. and India.

The firm's growth strategy under TowerBrook has centered on three pillars: acquiring smaller regional accounting practices to expand geographic reach, investing in technology and automation to improve margins, and building out specialized advisory services in areas like cybersecurity, digital transformation, and ESG reporting. EisnerAmper has completed roughly a dozen acquisitions since 2021, though the firm doesn't disclose deal terms for most of them.

Paul Kohler, EisnerAmper's CEO, emphasized the firm's digital investments in the announcement, noting that automation and AI tools have allowed the firm to scale without proportionally increasing headcount. That's critical in an industry facing a talent shortage — accounting firms have struggled to recruit and retain staff post-pandemic, and the pipeline of new CPAs entering the profession has been declining for years.

The firm has also leaned into advisory services, which typically carry higher margins than traditional audit and tax work. EisnerAmper's advisory revenue has grown faster than its core accounting practice, a trend that mirrors the broader shift in the industry as firms look to diversify beyond commoditized compliance work.

Those numbers look solid on paper, but they also raise the question: if growth has been this strong, why not take the company to market and let strategic buyers compete for it? The answer probably lies in valuation expectations. TowerBrook likely believes it can drive the valuation higher over the next few years, either by continuing to grow revenue or by waiting for multiples in the professional services sector to recover.

TowerBrook's thesis appears to rest on EisnerAmper becoming a top-five national accounting firm. Right now, it ranks seventh by revenue in the U.S., behind the Big Four (Deloitte, PwC, EY, KPMG) and two other national players (BDO, Grant Thornton). Moving up the rankings would require either significant organic growth or a transformative acquisition — and the latter is where things get interesting.

EisnerAmper's deal is part of a broader surge in GP-led secondaries activity. According to Evercore, GP-led transactions represented 58% of total secondaries volume in 2023, up from less than 30% a decade ago. The shift reflects a structural change in how private equity funds manage liquidity and performance pressure.

Traditional LP-led secondaries — where an LP sells its fund stake to another investor — still happen, but they've been eclipsed by GP-led deals, which give fund managers more control over timing and valuation. For LPs, the tradeoff is clear: you get liquidity on the GP's terms, or you wait for a traditional exit that may never come at an acceptable price.

The structure has drawn scrutiny from institutional investors and regulators. The SEC has signaled interest in ensuring that GP-led transactions are conducted with appropriate fairness opinions and that LPs have adequate information to make informed rollover decisions. So far, enforcement actions have been rare, but the regulatory risk is real, particularly as CVs become a larger percentage of private equity liquidity events.

For EisnerAmper, the immediate effect is that TowerBrook gets to stay involved in a growth story it believes is only halfway told. For the accounting firm's leadership, it means continued access to TowerBrook's capital and M&A expertise without the distraction of a sale process. And for the LPs who rolled into the new vehicle, it's a bet that professional services firms still have room to run — even if the exit timeline just got pushed out a few more years.

Paul Kohler, EisnerAmper's CEO, framed the transaction as validation of the firm's strategy: "This continued partnership with TowerBrook provides us with the capital and strategic support to accelerate our vision of becoming a preeminent professional services organization." That's CEO-speak for: we're not done growing, and we're not ready to sell.

In a continuation vehicle, the GP creates a new fund that acquires the asset from the original fund. Existing LPs then choose whether to sell their stake (providing liquidity) or roll into the new vehicle (maintaining exposure). The new fund typically has a fresh set of terms, including a reset management fee and carry structure, though those details weren't disclosed in EisnerAmper's case.

The pricing is typically set through a combination of third-party valuation and negotiation with a lead investor in the new vehicle. In this deal, TowerBrook likely brought in new capital from existing relationships or potentially from a secondaries specialist firm, though no other investors were named in the announcement. Jefferies acted as the financial advisor, which usually means they ran a limited process to validate the valuation — not a full auction, but enough to give LPs confidence that the price is within a reasonable range.

Private equity investment in accounting and professional services firms has been a quiet but lucrative corner of the market for the past decade. Unlike flashier sectors like tech or healthcare, these businesses generate steady cash flow, benefit from recurring client relationships, and can be scaled through M&A without massive capital outlays. The downside: exits are harder.

Strategic buyers for large accounting firms are limited. The Big Four aren't actively acquiring mid-tier competitors, and independent firms of EisnerAmper's size typically need to go to another PE buyer or pursue an IPO — neither of which has been an attractive option in recent years. That makes continuation vehicles an increasingly logical path for firms that have grown under PE ownership but haven't yet reached a natural exit point.

The EisnerAmper deal could serve as a template for other mid-sized professional services firms backed by private equity. If the strategy works — meaning TowerBrook eventually exits at a meaningfully higher valuation — expect more GPs to pursue CVs for their accounting, consulting, and advisory platform companies. If it doesn't, and LPs who rolled into the new vehicle end up holding the bag through a down market, the backlash could cool enthusiasm for the structure.

For now, the deal signals that TowerBrook sees more value to be created. Whether that confidence is justified will depend on EisnerAmper's ability to keep growing in a competitive and consolidating market — and on whether the exit environment for professional services firms improves over the next few years.

One wildcard in EisnerAmper's continued growth: the talent market for accountants is brutal. The number of candidates sitting for the CPA exam has declined for five straight years, and public accounting has an attrition problem that rivals Big Law. Firms are responding with higher starting salaries, more flexible work arrangements, and heavier investments in automation to reduce the need for junior staff on repetitive tasks.

EisnerAmper has publicly emphasized its technology investments, particularly in AI-driven audit tools and client portal automation. If those bets pay off, the firm could grow revenue without proportionally scaling headcount, which would improve margins and make the business more attractive to an eventual buyer. If they don't, labor costs will eat into profitability and complicate any future exit.

Jefferies LLC served as the exclusive financial advisor to EisnerAmper on the transaction. Jefferies has become a major player in the secondaries market, particularly for GP-led deals in the mid-market. The firm's involvement typically signals that the deal went through at least a limited marketing process to validate pricing, even if it wasn't a full competitive auction.

TowerBrook worked with Kirkland & Ellis LLP on legal structuring, while EisnerAmper was advised by Ropes & Gray LLP. Both firms are standard choices for private equity secondaries work, and their involvement suggests the deal followed a conventional playbook for GP-led continuation vehicles.

No other financial or strategic advisors were disclosed, which is typical for CV transactions. Unlike a traditional sale process, where multiple advisors and intermediaries often play a role, continuation vehicles are usually bilateral negotiations between the GP and its LPs, with a single financial advisor providing valuation support.

The deal closed in January 2025, roughly three and a half years after TowerBrook's initial investment. That's on the shorter end of a typical PE hold period, which raises the question of whether TowerBrook faced pressure from its own LPs to provide liquidity or whether the firm simply saw an opportunity to reset the clock on a performing asset. The announcement doesn't say, but the timing suggests the latter.

The most immediate question is whether EisnerAmper can maintain its growth trajectory under an extended hold period. The firm has been on an acquisition spree, but integrating those deals and scaling the platform without losing key talent will be critical. If growth slows or margins compress, the CV structure will look like a miscalculation.

Broader market dynamics will also matter. If interest rates stay elevated and exit multiples for professional services firms remain compressed, TowerBrook may find itself holding EisnerAmper longer than planned — potentially leading to a second continuation vehicle down the line. That's become increasingly common in private equity: some assets have now gone through multiple CV transactions as GPs repeatedly extend hold periods rather than sell into weak markets.

For the secondaries market, EisnerAmper's deal is another data point in the normalization of GP-led transactions. What was once a tool of last resort for underperforming assets is now a routine liquidity mechanism for high-quality companies that happen to be stuck in funds nearing the end of their lifecycle. That's good for GPs who want flexibility, but it raises hard questions for LPs about whether they're getting fair value — or just getting extended.

And for the accounting industry, it's a reminder that private equity's influence isn't fading. If anything, it's deepening, as firms like EisnerAmper use PE capital to compete with the Big Four on scale and technology. Whether that leads to better outcomes for clients and employees remains an open question — one that TowerBrook and EisnerAmper will spend the next few years trying to answer.

Continuation vehicles are rewriting the rules of private equity liquidity. What started as a niche solution for problem assets has become a mainstream exit strategy, particularly in sectors where traditional M&A or IPO paths are uncertain. EisnerAmper's deal is a textbook example: a high-performing company with a clear growth plan, but no obvious buyer willing to pay what the GP thinks it's worth.

The structure works — until it doesn't. LPs who rolled into TowerBrook's new vehicle are betting on several more years of growth, margin expansion, and multiple expansion. If any of those assumptions break, the decision to stay in will look questionable. But if EisnerAmper continues to execute and the market for professional services M&A rebounds, those LPs could end up with a much better outcome than taking liquidity today.

TowerBrook, for its part, has bought itself time to prove the thesis. The firm clearly believes EisnerAmper can become a more valuable asset over the next 3-5 years, either through continued organic growth, strategic M&A, or a shift in market sentiment around professional services firms. That confidence is either well-founded or wildly optimistic — and we won't know which until the next exit event, whenever that happens.

For now, EisnerAmper gets to keep doing what it's been doing: acquiring smaller firms, investing in technology, and trying to close the gap with the Big Four. And TowerBrook gets to keep extracting value from an asset it's not ready to let go. That's the new normal in private equity — and it's not going away anytime soon.