Private
Unregistered Company Stock
OTC Description
Private
Company Market facilitates transactions in both debt and equity securities in
a wide variety of dynamic, high growth private companies. By some accounts, up
to $200 billion has been invested in private companies by venture capital funds
and angel investors over the past 5 years. The lack of a functioning IPO market
and minimal M&A activity have left shareholders with few options for liquidity
in these investments. Moreover,
systemic problems facing companies wanting to go public, including lack of research
sponsorship, requirements stemming from Sarbanes Oxley, etc., compound the problem
of an IPO as an exit strategy. For those companies seeking to stay private, administrative
burdens surrounding shareholder management and communication add to the pressing
need for liquidity. Through SecondMarket, private companies have the ability to
opt-in to an organized and controlled private marketplace environment.
This platform enables early investors and employee shareholders of private companies
to exit their investments in cooperation with | company
management. SecondMarket affords companies with a set of robust tools, allowing
streamlined shareholder communication and access to SecondMarket's market participants.
Shareholders of privately held companies have seen their liquidity options dwindle
over the past couple of years. The lack of a functioning IPO market and minimal
M&A activity has caused the gestation period, or time from initial funding to
exit, to swell to over 8 years. The traditional venture capital model relies upon
a successful exit in 3 to 5 years, leaving many investors with a very real and
very pressing need for liquidity. Employee-shareholders, consultants, angel investors
and venture capitalists are being forced to hold on to their equity stakes due
to the absence of a market for private company securities. Compounding
the liquidity issues facing companies and investors are the systemic problems
for smaller companies looking to go public.
The
marketing and capital raising benefits of being publicly traded are far outweighed
by
the burdensome listing requirements that
a public company must adhere to, as
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well as the difficulty in obtaining long-term sponsorship. Smaller companies often
times have very thin trading volumes, diminishing the incentive for brokerage
firms to publish research on them. In addition, the significant compression of
trading commissions over the past decade has ceased making small-cap stock trading,
market making and stock research sponsorship economical for sponsoring brokerage
firms, further exacerbating the problem. Companies also take on extraordinary
monetary costs to comply with the rules and regulations that govern public entities.
Often, the price paid to be “public” isn’t justified, with the stock price languishing
due to a lack of investor awareness and demand. Exiting through an M&A transaction,
the other liquidity option currently available, is often a less than optimal alternative.
Many times the value of the acquired company is eroded as the target is being
integrated into the acquirer. Shareholder value diminishes and the vision of the
original entrepreneur and company is lost. |