News & Updates

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The independent sponsor model continues to gain traction across private markets, reflecting a broader shift toward more flexible, conviction-driven investing. What was once viewed as an alternative path is increasingly a deliberate choice for experienced investors seeking greater control over deal selection, pacing, and economics.

A recent Women’s Private Equity Summit panel, moderated by Deb Lussier, Partner and Co-Head of the Sponsor Solutions group at Ropes & Gray, brought together a range of perspectives across the ecosystem, including allocators and sponsors at different stages of scale. Panelists included Sarah Brereton, Partner and Co-Head of Investments at Keyhaven Capital Partners; Justine Liu, Managing Director at Makena Capital Management; Angela Zhang, Managing Partner at Rellevay; Caroline Kung, Managing Partner at SagePath Capital; and Roshni Mali, Managing Partner at Captona.

The discussion underscored a central point: the model’s expansion is being driven not only by sponsor interest, but also by increasing institutional support from allocators who value alignment, selectivity, and differentiated access.

Alignment and Selectivity as Core Features

Alignment between sponsors and capital partners remains a defining feature of the model. Unlike traditional fund structures—where management fees can dilute incentives –  independent sponsor economics are more directly tied to realized outcomes.

This dynamic drives discipline on both sides. Sponsors are inherently selective, given the impact of each transaction on their track record. Brereton emphasized that “every deal matters; reputation is on the line,” reflecting the concentrated nature of these partnerships and the importance of long-term alignment. From an allocator perspective, consistency of judgment and execution is critical. As Liu noted, “the underwriting process requires evaluating not just the asset, but why this particular sponsor is the right one for this deal — their specific expertise, relationships, or other distinct angle that creates an edge that others couldn't replicate.”

Governance plays a complementary role. Allocators increasingly seek active engagement—often through board participation—to maintain visibility into decision-making and ensure alignment over the life of the investment.

Accessing Differentiated Deal Flow

A key advantage of the independent sponsor model is its ability to access opportunities that fall outside the focus of larger funds, particularly in the lower middle market.

Brereton added that Europe remains difficult to access, with fragmentation making strong local networks and sector specialization key to unlocking off market deals.

Panelists highlighted that many of these transactions are relationship-driven rather than intermediated. Sponsors often cultivate opportunities over time, building credibility with founders well before a formal process emerges. As Zhang explained, these situations frequently involve “sitting with founders and problem-solving together around how to grow,” rather than participating in competitive auctions.

This approach can lead to more attractive entry points and stronger alignment with management teams. It also reinforces a broader trend: independent sponsors are increasingly positioned to access under-the-radar opportunities where trust and execution certainty are paramount.

At the same time, panelists noted that these investments often require a greater degree of operational involvement. Many target companies are under-resourced, creating both risk and opportunity for sponsors capable of applying institutional discipline in less institutional environments.

Economic Trade-Offs and Early-Stage Uncertainty

While the model offers meaningful upside, it introduces a different risk profile—particularly in the early stages of building an independent platform.

Financial uncertainty remains a central consideration. As Zhang noted, “you don’t know when the first deal will come,” underscoring the importance of planning for variability in income and deal timing.

This uncertainty is intrinsic to the model. While the deal evaluation process is broadly similar to that of traditional funds, the financial burden of an unsuccessful pursuit can be more acute for independent sponsors if deal staging is not managed prudently—given the absence of management fee income to absorb those costs. At the same time, successful transactions can offer more attractive economics than traditional fund structures, with participation across fees, equity, and carried interest.

For allocators and independent sponsors alike, panelists consistently characterized the model as a “high risk, high reward” proposition, where variability in timing and return dispersion is offset by the potential for outsized outcomes.

Scaling the Model: Deal-by-Deal vs. Fund Structures

As independent sponsors grow, many face the question of whether to transition to a commingled fund structure or continue operating on a deal-by-deal basis.

There is no uniform answer. For some, flexibility remains the defining advantage of the model, allowing sponsors to tailor capital formation to each transaction and maintain a high degree of selectivity.

For others, scale introduces operational complexity. Mali observed that, beyond a certain point, “it starts to not make sense to do everything on a deal-by-deal basis,” particularly when managing a growing team and a diversified pipeline. In such cases, a fund structure may offer greater efficiency and continuity of capital.

Importantly, allocators emphasized that not all sponsors aspire to raise funds. The independent model is increasingly viewed as a durable strategy in its own right, rather than a transitional phase.

Operating Model: Speed, Autonomy, and Responsibility

While much of the day-to-day work of an independent sponsor mirrors that of a traditional fund—deal sourcing, underwriting, and execution remain fundamentally the same—certain operational differences do emerge. Sponsors take on additional light back-office responsibilities, including marketing, IT, and HR, while also managing capital formation and portfolio oversight independently.

Panelists highlighted the speed and autonomy of the model as key advantages. Zhang described an environment where “big decisions are made in a week or month, and you see the results in real time,” enabling a more immediate feedback loop between decision-making and outcomes. She further emphasized the collaborative nature of the model, noting that sponsors and management teams are often “solving problems in real time together.”

This agility is complemented by a more entrepreneurial operating model. Kung noted that a key benefit is the ability to devote full attention to sourcing and executing deals with genuine conviction—without the rigid, hierarchical decision-making or administrative overhead that can characterize larger firms. Every deal is one the team is passionate about, or it is a quick pass. She further emphasized the importance of building domain expertise before stepping out independently, noting that the transition requires a deliberate shift in mindset but ultimately enables greater autonomy and ownership.

At the same time, the demands are significant. Independent sponsors must balance deal sourcing, capital raising, and portfolio oversight, often without the infrastructure of a traditional firm. Building a network of investors, operators, and advisors is therefore critical to long-term success.

A Diverse and Expanding Ecosystem

The independent sponsor landscape remains highly diverse, encompassing a wide range of strategies, team structures, and sector focuses.

Panelists emphasized that there is no single template for success. Sponsors range from solo practitioners to fully integrated platforms, reflecting different approaches to sourcing, execution, and value creation.

Interest in the model continues to grow, particularly among seasoned professionals—including those at the Managing Director and Partner level—who bring the full suite of experience needed to source and execute deals independently from the outset. Allocators are similarly increasing their exposure, viewing independent sponsors as a source of differentiated returns and proprietary deal flow.

At the same time, the bar for success remains high. Reputation, execution capability, and the ability to consistently originate and close high-quality transactions are critical to building credibility in the market.

Outlook

The outlook for the independent sponsor model remains constructive. Its core attributes—alignment, selectivity, and flexibility—are well suited to a market environment that increasingly rewards discipline and differentiated sourcing.

While the path involves greater uncertainty than traditional fund structures, it offers a distinct opportunity to build a track record through high-conviction investing. For many sponsors and allocators alike, that trade-off is not only acceptable, but increasingly compelling.

This panel originally occurred at the Women's Private Equity Summit on March 10, 2026.  This summary originally appeared on the Ropes & Gray website.

May 30, 2024 - Caroline Kung, Managing Partner of SagePath Capital, was recently interviewed by Beyond Barriers to discuss her vision and strategy for SagePath's approach to purposeful investing.  She shares her thoughts on how the private equity landscape demands groundbreaking players like SagePath that balance "doing good business" with a clear viewpoint on its broader societal impact.  To make this a reality, SagePath's innovative Beacon program enables entrepreneurs to strengthen their businesses and increase their enterprise value by understanding how buyers think.  The Beacon program also aims to increase the accessibility of private equity, which when done right with the right partner, is something to be embraced that integrates the trifecta of business success - vision, strategy, and execution excellence.