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Copyright 2011 HighStep Capital. All rights reserved.
Private Markets are Getting an Overhaul
VC Super Angels
Accelerators
Crowdsourcing
Private market funds
Copyright 2011 HighStep Capital. All rights reserved.
Market Size
2004: Facebook was founded
2006: 1st Facebook secondary transaction
2008: SecondMarket completes their 1st Facebook transaction
2010: SecondMarket completes $400m in secondary transactions
2011: Private secondary market completes ~$5b in transactions
Copyright 2011 HighStep Capital. All rights reserved.
Financing Structures
Primary Company issues “alphabet”
round preferred shares to
investors who sign various
shareholder agreements
Secondary Investors purchase existing
shares from individuals,
small groups or institutional
investors.
Tender Offer Issuer sponsored
liquidity program by
third-party investors
pursuant to 14(e)
Buyback Company uses excess
cash to repurchase stock
from certain shareholders
Dividends Company distributes
excess cash to all current
shareholders without
decreasing their ownership
Source: Goodwin Proctor
Copyright 2011 HighStep Capital. All rights reserved.
Secondary Examples
TO
S B
D
$900 MM $180 MM
$400 MM
$1,600 MM
Copyright 2011 HighStep Capital. All rights reserved.
Characteristics of a Secondary Investor
Investors not operators
Passive approach – no board seats
Typically more analytical – we love data
Mid-cycle investors
Patient investors
Similar to investing in a small cap company
Copyright 2011 HighStep Capital. All rights reserved.
Secondary Investors are Not Venture Capitalists
We solve liquidity problems for shareholders.
VCs buy shares in emerging business
We buy shares from shareholders
We don’t compete with VCs because of the Dodd-
Frank 20% non-qualifying rule
Primary Company issues “alphabet”
round preferred shares to
investors who sign various
shareholder agreements
Secondary Investors purchase existing
shares from individuals,
small groups or institutional
investors.
Copyright 2011 HighStep Capital. All rights reserved.
Time to Exit has Increased
0
2
4
6
8
10
12
1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009
Median Age at IPO
NVCA, Jan 2011
Copyright 2011 HighStep Capital. All rights reserved.
Why Companies Mature Before an IPO
Sales # of IPOs Avg 1st Day Return Avg 3yr Return
<$50m 3,897 23.60% 5.00%
$50m+ 3,457 12.00% 39.10%
http://bear.cba.ufl.edu/ritter
IPO research from Prof. Jay Ritter, University of Florida – as of 6/1/11
IPO performance from 1980-2010
Copyright 2011 HighStep Capital. All rights reserved.
The IPO Gap is Widening
Private company secondary funds are the new small cap funds
1 2 3 4 5 6 7 8 9 10
Public
Markets VC
Environment in 1990s
IPO
1 2 3 4 5 6 7 8 9 10
VC IPO Gap
Private
Secondary
Exchanges
Public
Markets
Today’s Environment
Source: Arcstone Research
Copyright 2011 HighStep Capital. All rights reserved.
The IPO Gap Creates the Opportunity
1 2 3 4 5 6 7 8 9 10
VC IPO GapPublic
Markets
• Buyers & Sellers Maturing
• Ecosystem Emerging
• Laws Developing
Copyright 2011 HighStep Capital. All rights reserved.
Secondary Investors Relieve the Pressure Cooker
• Employee cash constraints
• Investor Fatigue
• VC fund life
• 500 shareholder limit
Copyright 2011 HighStep Capital. All rights reserved.
Ecosystem Is Developing
Social + Capital
Marketplaces
Banks & Law Firms
Research & Sales
Funds
Copyright 2011 HighStep Capital. All rights reserved.
Legal Framework is Developing
•General Solicitation Rule – Private Shares
•413-11: HR 2940 – Access to Capital for Job Creators Act – Rep McCarthy (R-Cali)
•Simplified Registration: $5m => $50m
•421-11: HR 1070 – Small Company Capital Formation Act – Rep Schweikert (R-Ariz)
•Crowdfunding Rule: up to $5m
•407-17: HR 2930 – Entrepreneur Access to Capital Act – Rec McHenry (R–NC)
•500 Shareholder Rule => 1,000 shareholders
•HR 2167 – Private Company Flexibility and Growth Act – Rep Schweikert (R-Ariz)
•Open Issue: Investing Without Company Financials
Copyright 2011 HighStep Capital. All rights reserved.
Facebook monetizes more like Yahoo today
$0
$5,000
$10,000
$15,000
$20,000
$25,000
$30,000
$35,000
155,000
160,000
165,000
170,000
175,000
180,000
185,000
190,000
Google Yahoo Facebook
Uniques
Revenue
Copyright 2011 HighStep Capital. All rights reserved.
Search vs Social Graph
Source: LiquidNet & Alexa, Dec 2011
Copyright 2011 HighStep Capital. All rights reserved.
Google: Ads next to Relevant Pages
Natural Search
Paid Search
Copyright 2011 HighStep Capital. All rights reserved.
Facebook Shares Trends
Source: SharesPost
$0.00
$5.00
$10.00
$15.00
$20.00
$25.00
$30.00
$35.00
$40.00
Copyright 2011 HighStep Capital. All rights reserved.
Facebook Shares Trends
Source: SharesPost
-20%
-15%
-10%
-5%
0%
5%
10%
S&P 500 Facebook
Copyright 2011 HighStep Capital. All rights reserved.
Facebook Shares Trends
11/9/2011 250,000 $30.00
11/22/2011 3,500,000 $30.00
11/9/2011 500,000 $30.50
11/9/2011 9,000,000 $30.50
10/28/2011 4,000,000 $31.00
11/9/2011 500,000 $31.50
11/9/2011 3,000,000 $31.50
11/9/2011 10,000,000 $31.50
11/9/2011 10,000,000 $31.75
11/17/2011 75,000 $30.00
10/27/2011 70,000 $32.00
9/27/2011 50,000 $32.10
9/1/2011 50,000 $33.00
8/17/2011 100,000 $33.00
8/4/2011 150,000 $34.00
7/20/2011 150,000 $35.00
7/7/2011 150,000 $35.00
SharesPost Private Markets
Marketplaces were about 15-20% of the total market in 2011
Copyright 2011 HighStep Capital. All rights reserved.
Facebook Ownership Table
Owner Name Type of Owner % Ownership Owner Name Type of Owner % Ownership
Facebook Employees Management 25% Interpublic Group Corporate 0.40%
Mark Zuckerberg Individual 24% Adam D'Angelo Individual 0.40%
Accel Partners Venture Capital 14% Chris Hughes Individual 0.40%
Dustin Moskovitz Individual 6% Matt Cohler Individual 0.40%
Digital Sky Technologies Private Equity 5% Jeff Rothschild Individual 0.40%
Eduardo Saverin Individual 5% Owen Van Natta Individual 0.40%
Sean Parker Individual 4.0% T. Rowe Price Group Mutual Fund 0.25%
Peter Thiel Individual 3.0% Reid Hoffman Individual 0.25%
Foreign Goldman Sachs Clients Other 2.8% Mark Pincus Individual 0.25%
Greylock Partners Venture Capital 1.5% Samwer Family Trust Individual 0.10%
MeriTech Capital Partners Venture Capital 1.5% General Atlantic Private Equity 0.10%
Elevation Partners Private Equity 1.5% Ezra Callahan Individual 0.08%
Microsoft Corporation Corporate 1.3% Kleiner, Perkins, Caufield & Byers Venture Capital 0.073%
Goldman Sachs Private Equity Private Equity 0.8% Cameron Winklevoss Individual 0.022%
Li Ka-Shing Individual 0.75% Tyler Winklevoss Individual 0.022%
Jim Breyer Individual 0.50% Divya Narendra Individual 0.022%
Western Technology Investment Venture Debt Fund 0.50% GSV Capital Corp. Venture Capital 0.010%
Source: PrivCo
Copyright 2011 HighStep Capital. All rights reserved.
How To Buy Facebook Shares
• Step 1: Buyer decides to buy Facebook shares
• Step 2: buyer hires B/D as a buyer agent
• Step 3: buyer agent puts word into B/D cloud
• Step 4: Engineer hires a private wealth manager
• Step 5: PWM hires lawyer or B/D as seller agent
• Step 6: seller agent puts word into B/D cloud
Copyright 2011 HighStep Capital. All rights reserved.
How To Buy Facebook Shares
• Buyer: Non-binding Letter of Intent: shares, price,
buyer
• Seller: returns an Expression of Sale: price is binding
• Buyer: produces a proof of funds
• Seller: produces a proof of shares
• Seller’s attorney: arranges escrow & produces a
stock transfer agreement
• Signatures: both parties sign & date
• Seller’s attorney: delivers STA to Facebook for RoFR
• Closure: RoFR waived, shares & $$ are exchanged
Copyright 2011 HighStep Capital. All rights reserved.
Phase 1 = Wild West
B/D Economics: $250m / $32 = 7.8m shares * (4% com * $32) = $10m
Copyright 2011 HighStep Capital. All rights reserved.
Phase 2 = Company Liquidity Programs
• A shareholder selling plan initiated by the company
with board approval
• Buyers are pre-approved
• Minimum investment sizes are established
• Employee sales policies are established
• Regular sales windows are established
• Select financials are disclosed with pre-approved
buyers under NDA
• Organized access to management & ongoing
reporting
Copyright 2011 HighStep Capital. All rights reserved.
Pabst Blue Ribbon - Crowdsourcing Binge
Goal: raise $300m to buy Pabst Blue Ribbon
$5: Bottle Membership
$25: Six Pack Membership
$100: Case Membership
$250k: The BrewMeister
Copyright 2011 HighStep Capital. All rights reserved.
My Market Predictions
• IPO Gap continues to widen
• Companies adopt liquidity programs
• Venture capitalists get their 5 year investment
cycle back
• Hedge funds & Mutual funds move in
• Private Market Liquidity Funds emerge as a new
asset class
Copyright 2011 HighStep Capital. All rights reserved.
The Soho Loft Conference
Monday 1pm-8:30pm
New York City
Keynote: Rep, Patrick McHenry – Crowdsourcing
Notables:
Founder, Arcstone Research
Founder, GSV Capital
GP, Greencrest Capital
Dir of Private Shares, GFI Group
Dir of Private Shares, LiquidNet
CEO, Gate Technologies
www.thesoholoft.com
New York | San Francisco
Jason Jones
914.315.9751
@cardinalrose
http://www.slideshare.net/jjones23