How Price Is Set · The Core
Price is referenced to structure and NAV — never to sentiment.
This is the heart of the page, and the part Main Street should learn first. When a secondary interest changes hands, the question is not “what is the mood today?” It is “where does this interest sit in the capital stack, and what is it worth against net asset value?” Pricing follows the same lens that built the position: its seniority, its security, and its remaining term. The valuation discipline that protected the institution on entry is the discipline that prices the individual’s exit.
Two ideas make this concrete: the mark relative to NAV, and the bid/offer spread. A mark is simply where a transfer prices against the position’s net asset value — at NAV, at a premium, or at a discount. The spread is the gap between what a buyer will pay and what a seller will accept. Neither is set by narrative. Both are functions of structure and of how much demand the window gathers. The cards below set out the mechanics plainly.
Pricing 01
The anchor is net asset value
Every mark begins at NAV — the documented, current value of the underlying position. NAV is the reference point, not a marketing number. A transfer prices relative to NAV, and the Offering Circular defines how NAV itself is struck. The anchor is a fact in the document, not a sentiment on a screen.
Pricing 02
The mark reflects seniority and security
An interest senior in the capital stack, well-secured, with a shorter remaining term, marks closer to — or above — NAV. A more junior or longer-dated interest may mark at a discount to NAV. The mark is derived from where the interest sits structurally, not from how anyone feels about it on the day.
Pricing 03
The spread is a function of structure and demand
The bid/offer spread widens when an interest is harder to value or demand within a window is thin; it narrows when structure is clean and demand is deep. The spread is mechanical, not editorial — a reflection of certainty and appetite, governed by the window’s disclosed rules. It is never a price the issuer invents.
Pricing 04
Remaining term moves the mark
Time is structural. As a position approaches the end of its term, the remaining path to its documented value shortens, and the mark converges toward that value. A transfer earlier in the term reflects the time still left for the structure to do its work — priced to term, not to impatience.
Read together, these four mechanics retire the fear behind illiquidity with method rather than reassurance. A holder does not have to trust a feeling about price; they can read the structure that produces it. Pricing follows seniority, security, term, and NAV — and the specifics for any position live in its qualified Offering Circular, nowhere else.