A transaction is strongest when company quality, sponsor alignment, rights, and fit with the rest of the portfolio all support the same investment case. Source-informed process; actual terms depend on the legal documents and investor facts.
Family Office Co-Investment Checklist
A transaction is strongest when company quality, sponsor alignment, rights, and fit with the rest of the portfolio all support the same investment case.
View chart data and assumptions
| Review area | Fit with the rest of the portfolio | Sponsor | Company | Rights |
|---|---|---|---|---|
| Fit with the rest of the portfolio | Primary | Review | Context | Context |
| Sponsor quality | Review | Primary | Review | Context |
| Company risk | Context | Review | Primary | Review |
Family Office Co-Investment Due Diligence Checklist
FINRA's private-placement guidance is a useful reminder that private deals require reasonable inquiry into both the issuer and the offering. Deal diligence is not optional. Family offices should review company quality, cap table, terms, legal documents, conflicts, and exit assumptions. A co-investment checklist should document why this specific transaction deserves capital and how the sponsor relationship improves the family's access or information position.
NVCA lists five core financing documents for many venture rounds: charter, stock purchase, investor rights, voting, and ROFR/co-sale documents.
A family office may receive a co-investment on Friday with a decision required early the following week. The short timetable does not remove the need to understand the company, price, security, sponsor, and concentration created by the position. It makes preparation more important: responsibilities and minimum information requirements should be agreed before an opportunity arrives.
1. Fit with the rest of the portfolio
The calculation makes the effect easier to see. For a $500 million investable portfolio, a 2% co-investment is $10 million and a 3% position is $15 million. The loss case should be reviewed in portfolio dollars, not only percentages.
The first question is what the position contributes to the family office's total portfolio.
The investor needs clear answers to the following questions. Does the transaction add useful exposure or duplicate existing positions? Is the company already held indirectly through one or more funds? What exchange-rate exposure will the investment create?
There are a few more points to resolve. How much capital will the family office have at risk? Could later marks make the position dominate the private portfolio?
2. Sponsor and Lead-Investor Diligence
A numerical example puts the issue in perspective. A standard NVCA venture financing uses 5 linked core documents. Sponsor diligence should reconcile rights across all five rather than rely on the term sheet alone.
A co-investor often relies on the sponsor well beyond the closing date.
These questions help separate a strong case from a weak one. How much capital is the lead committing, and on what terms? Do the sponsor's economics align with the co-investor's outcome? How has the lead behaved with founders, co-investors, and LPs?
The practical details matter as well. Will the sponsor provide governance, company support, and financing leadership? How does the sponsor respond when performance or market conditions weaken?
3. Company Quality and Market Structure
Recent data helps put the point in context. Carta reported a record 856-day median gap between Series A and Series B in Q2 2024 - roughly 2.3 years without assuming an interim bridge.
Review the business independently of the sponsor's enthusiasm. Market can take the form of size, growth, and competitive structure. Product may involve differentiation and the strength of the customer proposition. Revenue may involve quality, retention, concentration, and repeatability.
Margins, burn, runway, and likely future capital needs. External risk can take the form of regulatory exposure and dependence on financing conditions. Prior rounds, investor support, and changes in company valuation. A good company can still be a poor investment at the wrong price.
4. Entry Valuation and Security Terms
In Q1 2026, the US median Series A pre-money valuation reached $62 million and the median deal size $19.6 million.
The investor should confirm how the entry price and new capital affect ownership. Before proceeding, the investor should understand whether the investment is common, preferred, convertible, or an SPV interest. Determine who receives proceeds first and under what conditions.
Review how the security can change and whether ownership can be maintained. Confirm whether co-investors receive economics comparable to the lead. A discount to the last round is real only when that round remains a relevant reference.
5. Allocation Rationale and Adverse Selection
Ask why the allocation is available now. The round may be larger than the sponsor can fund, the company may want a strategic shareholder, or the lead may reserve capacity for trusted LPs. Confirm demand, sponsor exposure limits, financing plan, and whether the offered security matches the lead investor's position.
6. Follow-On Capital and Liquidity
The initial check may not be the final capital requirement.
These questions help separate a strong case from a weak one. How much additional capital is the company likely to need? Can and should the family office invest again? What dilution or loss of rights could occur if it does not follow on?
The practical details matter as well. Can the portfolio tolerate a longer holding period? How do lower prices and new preferences affect the outcome? What tender-offer or secondary-sale discounts may apply?
Decision Memo Checklist
- What does the position add to the total portfolio?
- What independently supports the sponsor's investment case?
- What does the family office actually receive?
- What is the adverse case, and can the office absorb a full loss?
- Who will provide information, how often, and under what legal obligation?
Related reading. private technology co-investments and co-investment vs fund investment.
Adobe-Figma: include closing risk in the co-investment memo
The proposed $20 billion Adobe-Figma acquisition appeared to create a visible exit path in 2022. The parties terminated it in December 2023 when they concluded regulatory approval had no clear route.
The consideration was planned as a mix of cash and Adobe stock.
Adobe cited more than $400 million of expected ARR and net retention above 150%.
The companies continued independently after terminating the merger agreement.
A co-investment memo should include downside paths even when an acquisition is signed. Review approvals, financing, termination rights, timing, security rights if the deal fails, and the company's standalone capital needs.
Primary sources: Adobe, proposed Figma acquisition (2022); Adobe and Figma, termination announcement (2023). Based on public transaction information; unrelated to Frontierspace performance.
Frequently Asked Questions
What is the main portfolio risk in a family office co-investment?
Concentration is usually central because one company can become a material share of the private portfolio. Sponsor selection and adverse-selection risk also require explicit review.
How should a family office evaluate the co-investment sponsor?
Assess the sponsor's role, investment history, allocation rationale, conflicts, follow-on capacity, reporting quality, and economic alignment in the specific transaction.
Related Reading
Venture co-investments explained, Concentration and adverse-selection risk, and Company quality and entry valuation.