David Weir正在使用互联网作为非公开公司和投资者的比赛，这是2000年的非公共公司和投资者。这是前JPMORGAN＆Co.技术银行家加入越野资本的年度，这是一家小西海岸的启动试图帮助私营公司从个人投资者在线筹集资金。
At a time when interest in investing in Internet outfits was at a peak, OffRoad was highly successful. During its first year alone, the firm raised more than $50 million for a dozen-odd companies, says Weir, who was co-president and co-CEO. But when the Internet bubble burst in 2000, OffRoad — which in 1999 had raised $6 million in venture capital to get going — found itself in trouble. In May 2001, Weir left OffRoad, which was later sold in a fire sale to a New York private equity firm.
现在威尔又开始他的任务了。去年11月，他被任命为SharesPost的首席执行官，SharesPost是一家总部位于加州圣布鲁诺的私人持有证券市场。这一次威尔并不孤单。SharesPost正与SecondMarket和Xpert Financial和Gate Technologies等交易所等众多私人市场展开竞争，为投资者提供一个可以买卖当前一代热门互联网企业（Facebook、Groupon、Twitter和Zynga）股票的场所。这些非公开的社交媒体公司目前的总估值超过1000亿美元，Facebook根据其最近的私人融资得出的500亿美元估值居首。
The buyers and sellers on these private networks and exchanges are a varied lot. They include mysterious foreign investors such as Digital Sky Technologies, founded by Russian software entrepreneur Yuri Milner, and venture capital firm Kleiner Perkins Caufield & Byers, one of the high priests of Silicon Valley, as well as a slew of individuals and institutions that simply want in on the action. Even banking giants Goldman Sachs Group and JPMorgan Chase & Co. are using secondary markets to try to meet their own clients’ needs for private shares.
私人市场的疯狂行为正受到监管机构的严格审查，特别是美国证券交易委员会（sec），该委员会的任务是试图适用近80年前制定的证券法。SEC正被要求采取行动——设计一套更适合2011年的规则，保护那些越来越不了解自己在购买什么的投资者，并确保公司本身不会与投资者和监管机构博弈。
“I recommend that the SEC halt all trading in Facebook, Twitter, LinkedIn and Zynga stock since it invites speculation and further abuse, and that these companies must disclose their financial information to all holders of Facebook shares effective the end of year 2010,” a blogger wrote late last year on Vator.tv, an online network for entrepreneurs founded four years ago by journalist Bambi Francisco Roizen.
“Even if the SEC finds no wrongdoing or foul play in its investigations, the fact remains that many people could be taking unwise risks by investing money in companies without the proper knowledge about those companies’ financials,” wrote another blogger. “In proper investment rounds, VC firms and angels know all about the state of the new addition to their portfolio. Investing without knowing a company’s potential as a business is ludicrous.”
尽管散布恐惧心理者,二级市场are creating a much needed alternative for firms looking to raise capital. The IPO market for venture-backed companies is in shambles. From 2004 through 2010 fewer than 400 venture-backed companies went public — an average of 57 companies a year — raising less than $40 billion, according to the National Venture Capital Association. Last year was a slight improvement, as 72 venture-backed companies went public, raising a total of $7 billion. And if the IPO market continues to languish, experts predict, the trades in privately held stocks could well exceed the $7 billion or so projected for 2011 by NYPPEX, a New York–based private market advisory, trading and research firm.
“You wouldn’t need a secondary market if you had a vibrant IPO market,” says NVCA president Mark Heesen. “These secondary markets are helping. You don’t want to starve your entrepreneurs. You just want them to be hungry.”
Companies like Facebook and Twitter don’t have to do IPOs; they can raise the large chunks of the capital they need outside the public markets. Smaller start-ups, not comfortable with prices in the current IPO market, are going back to their own investors for additional rounds of capital, waiting for public market conditions to improve. Still, the fact is that all these companies need capital — to make acquisitions, fund expansion, attract employees and allow investors to cash out.
The lines between the public and private markets have blurred. Companies are recognizing that being public isn’t key to their business existence. In the 1980s and in the 1990s, start-ups, especially in information technology, needed the public markets, says veteran New York investment banker and asset manager Sorrell Mathes. Young entrepreneurial companies involved in new technologies depended on Wall Street bankers to mediate their deals and equity analysts to help understand the companies and explain them to investors, notes Mathes, who had been head of emerging growth companies and technology investment banking at Merrill Lynch and chairman of Merrill Lynch Venture Capital before starting New York–based investment management firm Mathes Co. in 1997. Going public wasn’t simply about raising capital, Mathes adds, it also was a way to establish market presence. But with the visibility that digital media companies such as Facebook, Twitter and Groupon already have, they don’t need the public markets the same way companies in the past did. “The private equity market is becoming the financing vehicle of choice until companies reach $1 billion to $2 billion in size,” Mathes says.
The SEC first took aim at the private equity market in December when Goldman revealed that it planned to do a $2 billion private placement for Facebook. In what would be a transaction governed by Regulation D of the Securities Act of 1933, Goldman said it would invest $500 million of the firm’s money in Facebook and raise another $1.5 billion from institutions and wealthy clients whose assets it managed. Almost everything about the transaction met the guidelines, but then regulators found an obscure provision that required a nonpublic issuer of primary securities to make sure it did not have more than 500 shareholders. If the offering created more than 500, the nonpublic company would have to be treated as a public company and subject to all public company regulations, including financial disclosure.
Could Facebook prove that on completion of the financing it wouldn’t have more than 500 investors? Was it prepared if it went over the 500-investor rule to make the necessary disclosures required of a public company?
Facebook不想抓住这个机会。与此同时, in mid-January, Goldman decided to amend the offering, reducing the amount to be raised to $1 billion, and to use another provision of the Securities Act: Regulation S, a safe harbor provision that exempts securities from U.S. registration requirements if they are sold only to foreign investors and not offered within the U.S.
Facebook和高盛避开了美国证交会的子弹。但有限公司ncern that large companies and large banks are finding ways to circumvent regulation has only intensified. Regulators, rule makers and securities lawyers all argue that the absence of disclosure and transparency is harmful, to both institutional and individual investors.
在高盛Facebook翻版之前，SEC已经决定进军私人市场。去年12月，它向包括SecondMarket和SharesPost在内的几位参与者发出了信息请求。据说，该公司还要求格林克雷斯特资本管理公司（GreenCrest Capital Management）和费利克斯投资公司（Felix Investments）等投资集团提供信息，这些投资集团专门成立了基金，收购Facebook的私人股份，并将其转售。SEC发言人约翰内斯特（johnnester）不愿详细说明这些请求所包含的内容。这些公司只会说他们已经回答了这些问题，事情已经解决了。
Securities lawyers familiar with the SEC say that the commission bungled the investigation. The issue isn’t whether there are 500 investors — that question does need clarification — but whether existing regulations are too burdensome and costly for many companies wanting to go public. “There are too many unknowns,” one lawyer says. “What do we know about the investors? How reliable is the information? And what happens if there is a glitch? Where does the investor go for redress?”
律师指出，私人市场交易所没有激励遏制过剩的动机。由于他们的费用完全基于交易的价值，因此公司估值越多，交易所就越越多。所有这些私人市场交流都需要做，以确保投资者是认可的，因为发生了一些问题。甚至那秒钟也没有真正警惕，律师争辩。
纽约maddoxhargett&Caruso的证券律师史蒂文•卡鲁索（stevencaruso）表示：“有一种错误的假设，即如果一个投资者获得了认可，他就必须老练。”。金融业监管局（financial Industry Regulatory Authority）全国仲裁与调解委员会（National Arbitration and Mediation Committee）主席卡鲁索表示，过去几年金融市场学到的是，财富并不等同于市场成熟度。他补充说，金融法规中没有规定，如果你是富人，“你就放弃了充分披露信息的权利”。经纪公司有双重责任——对他们筹集资金的人和出售股票的人，卡鲁索说：“这两项义务是并行不悖的。”
The overriding concern, of course, is that this is another bubble, and that regulators’ failure to address the issues will reprise the market crash that followed the bursting of the Internet bubble. The private markets still are not fully equipped to handle questions about accreditation and legitimate investors. “They are not asking questions about where the money is coming from or who is behind the money,” Caruso says.
The specter of insider trading conspiracies also hangs over this community. It’s no secret that the IPO market has traditionally been an insider’s market. Underwriters — in spite of elaborate road shows — have placed many IPOs directly with “family and friends,” relying on them to publicize the offering and create the aftermarket buzz. During the Internet bubble it wasn’t unusual for venture capitalists and senior executives at many established IT companies to have routine distributions of initial public offerings, solicited or unsolicited. And now, more than ever, IPOs are distributed to an even more select group of buyers.
Veteran venture capitalist Alan Patricof believes that the entire system is broken. “Small companies simply can’t go public,” says Patricof, the founder and managing partner of New York–based Greycroft Partners. “The economics are not there.”
随着美国法院对内幕交易的狂热起诉——尽管目前大多数涉及对冲基金交易员——这些社交媒体公司的许多高管担心信息披露和内幕交易的透明度和规则。他们还担心，充分披露信息会使他们在与竞争对手（许多竞争对手仍然是私营企业）以及招聘关键员工方面处于竞争劣势。
Given the environment, very few entrepreneurs have the incentive to go public, says Patricof. In the business plans that he has seen since he launched Greycroft in 2006, “95 percent say they expect liquidity through acquisitions,” he says. “We need a new approach. Maybe we should go back to manual markets.”
Idibmarket Holdings是一名前纽约州的投资银行家Barry Silbert的Brainchild，该银行家为Houlihan Lokey Howard＆Zukin，是金融重组和破产的专家。它在2002年，哈利汉·洛克队卖掉了那些破产安然公司的碎片，那么西尔伯特出现了创造私人或限制性证券的自动交易平台。他认识到这些乐器很难亲自出售，而不仅仅是因为很难识别买家，而是因为买家 - 和卖家 - 通常更喜欢匿名。
To develop the technology, which took almost a year to build, Silbert and partner Bradford Monks, a lawyer, raised $350,000 from friends and angel investors. In early 2004 they launched Restricted Stock Partners, an electronic trading platform that would allow buyers and sellers to conduct transactions with total anonymity. Silbert was quick to recognize the need to create a market for restricted securities in nonpublic companies, which were sitting with tens of billions of dollars in private investments. In previous decades companies such as these would gain liquidity through IPOs and acquisitions. But in the mid-2000s the IPO window was shut tight and the rate of small company acquisitions had slowed. Moreover, many employees in these companies were desperate to sell shares as well.
In 2007, Restricted Stock Partners raised $3.8 million in venture capital from New York’s FirstMark Capital to fund its expansion. (That year also marked the passing of Monks, who died of cancer.) In 2008 the company changed its name to SecondMarket and was operating multiple illiquid asset platforms, including the private market exchange. As the market in restricted shares boomed, SecondMarket added investors in Southeast Asia. In February 2010 it raised another $15 million — at a postfinancing valuation of $150 million.
成为第一个私人股本市场有蜜蜂n good for SecondMarket. Last year it did more than $500 million in trades in private companies, led by activity in Facebook. In the fourth quarter it reported total trades of $178 million, with Facebook accounting for 39 percent of the completed trades. “Venture funds represented a plurality of the buyers (more than 40 percent of completed trades), but hedge funds, mutual funds, asset managers and secondary direct funds continued to be active buyers,” SecondMarket reported. “High-net-worth individuals were very active purchasers as well, with nearly 20 percent of the completed transactions.”
2009年，时而是企业家和投资银行家的托马斯•福利（Thomas Foley）会见了风险资本家蒂姆•德雷珀（Tim Draper），后者是硅谷最多产的早期投资者之一，以解决他认为日益严重的企业融资问题。与德雷珀和几位天使投资人一起，福利筹集了300万美元的资金，创立了Xpert Financial，这是一家为私人风险投资公司及其股东提供流动性的新企业。德雷珀的哥哥亚当是Xpert Financial的联合创始人，负责其业务发展。
“我担心创业公司正在发生的事情，”Xpert财政首席执行官Foley说。他解释说，在20世纪80年代公众的公司平均六岁，营收为2000万美元。在20世纪90年代，数字已经变为十年和6000万美元。到2000年来的时候，他们已经增加到了12年和2亿美元。
“流动性事件的性质急剧变化，”Foley说。在20世纪80年代，IPOS占退出的几乎一半。到2000年代，IPO仅占所有退出的10％。尽管合并在创造流动性方面同样有效，但它们也倾向于改变业务及其管理。Foley说：“我们需要改变景观并提出公司可以在不扰乱业务的情况下获得流动性的方式。”
Ipos的堕落不仅仅是公司的问题;这也是股东的问题。Foley表示，他与企业家，风险资本家，对冲基金经理和机构投资者交谈，他们所有人都与等待公众卖出的公司股票，他们无法销售。亚博赞助欧冠Foley的解决方案：贸易私营股票公司的自动交易所。
xpertfinancial花了一年半的时间才满足了监管机构的担忧，即其另类交易系统将符合非上市公司股票交易规则。最后，在今年1月，美国证交会批准了xpertats，这是一家类似纳斯达克的在线交易交易所，但只交易限售股和合格投资者。
That month a fourth player said it was joining the fray. Gate Technologies announced that it had received $3.6 million in funding from a group of private investors. Gate plans to use the capital to expand its market infrastructure for providing an end-to-end solution buying and selling illiquid and alternative assets. “This additional capital is also a validation of interest in the electronic trading of illiquid and alternative assets,” Gate co-founder and CEO Vincent Molinari said at the time. “This successful raise provides us with the tools to respond to a high level of demand from the market.”
这些不是购买和销售限制私募股权的唯一玩家。Small and relatively unknown groups such as San Francisco–based EB Exchange Funds, New York’s Felix Investments, J.P. Turner & Co. in Atlanta and New York–based GreenCrest Capital are among those buying shares of Facebook on these private market platforms and repackaging them as funds. EB, for example, requires investors to pony up a minimum of $100,000 to join its fund. In return, it charges a 5 percent participation fee and another 5 percent when the shares are liquid and distributed. (The SEC is reportedly investigating these specialized funds as well.)
SecondMarket and SharesPost have like-minded business models. They offer similar platforms and almost identical trading formats. And because they trade in restricted stock — shares that cannot be sold without cooperation from the issuing company — they have to work closely with the companies themselves. Both marketplaces say their strongest pitch is to CFOs. They are not only providing liquidity to these companies, their shareholders and employees but also giving them a means to decide who can own their shares.
贸易股票在票价和Simparmet上贸易股份，买家必须达到亚州股票所规定的认可要求：每年报告的收入或可投资资产中100万美元或以上。(For institutional investors, which now are an increasing presence on these platforms, meeting the accreditation criteria is a cinch.) Sellers don’t have to meet the financial accreditation requirements but still have to register and have the suitability of the shares they plan to sell vetted.
在ShareSpost，一旦潜在卖家注册并指出他们想要出售的东西，他们就会通过一般许可经纪人联系，他们确保帖子准确。只有那么卖家的意图销售发布。当买家和卖方同意条款时，他们签署了股票购买协议和第三方托管代理 - 在ShareSpost的案件中，美国银行和信任 - 通知发行人的股份。本公司在首次拒绝的权利下，可以购买股份或同意交易。
The process of buying and selling shares on SharesPost and SecondMarket isn’t like a regular public stock transaction — it’s time-consuming and bureaucratic. Nonetheless, it served the needs of Greg Parsons, a former software engineer at Kayak, a travel search web site that has been toying with the idea of going public. Parsons had signed a standard four-year option agreement in 2004 when he began to work at Kayak. Parsons left in 2009 but kept his options. All that time Kayak was in play – a possible IPO, a potential acquisition target. But when Google announced last summer that it was acquiring Cambridge, Massachusetts–based ITA Software, which has built a rival shopping and pricing engine for the travel industry, Parsons was convinced he should sell. The process took several months, he says, but eventually he was able to sell his shares at a price that valued Kayak at $700 million.
In addition to helping engineers such as Parsons sell their private shares, SharesPost also has begun to create online sealed-bid auctions for Facebook, Twitter and LinkedIn. In December, for example, it offered 165,000 shares of Facebook to its members with a reserve price of $23 a share. If the bids fell below $23, the seller could withdraw its shares. The auction, which took place over a week, was oversubscribed, says Weir. Ultimately, the shares were sold at $25 each, raising more than $4 million for the seller and putting a value of nearly $57 billion on Facebook.
For the moment, both SharesPost and SecondMarket are trading platforms. They do not buy or sell the shares; they simply offer them for sale. In return, they receive a fee of 5 to 7 percent of the value of the transaction.
Everyone wants to get in on the private market action — even legendary venture capital firm Kleiner Perkins. In 2003 the firm invested in Friendster, a social network business that went nowhere. Subsequently, it refused to invest in Facebook. So, when in recent years it found its image as Silicon Valley’s investment trendsetter eclipsed by the likes of newcomer Andreessen Horowitz, it decided to crash the party. Beginning in 2008, Kleiner Perkins started investing in the later rounds of Groupon and Twitter even at their lofty multibillion-dollar valuations. In February it finally invested in Facebook— buying shares on the secondary market at a post-money valuation of $52 billion.
In January, Russia’s Digital Sky Technologies, together with Goldman Sachs, invested in Facebook at a $50 billion valuation. DST already had led a $135 million funding round of Groupon in April 2010, giving the two-year-old digital-coupon company an estimated valuation of $1.35 billion. DST owns 5.1 percent of Groupon, as well as 1.5 percent of Zynga, the San Francisco–based social gaming company. As of March 15, DST’s combined stake in Facebook, Groupon and Zynga had an imputed value of more than $1.7 billion.
The secondary market also has its day traders — those who want to own a piece of private companies before they go public or to simply profit from the ride. A JPMorgan private wealth manager says she bought shares in Facebook at a valuation of about $4 billion or so — because her clients wanted in — and then quickly sold at approximately a 60 percent gain. Another investor says he went to a Chicago broker to buy shares in Pandora, a digital-music provider, because he heard it would go public and wanted to get in before the IPO. “I’m just taking a flier,” the New York investor says. “But I know it will be a hot offering.”
When it comes to public market offerings, the SEC has focused on issues of disclosure and transparency. In the past, companies have had to postpone their offerings because regulators felt that too much information was public — and that they were unfairly promoting the issuances. Hence the quiet period, during which companies are required not to disclose their financials or their business prospects. Keeping quiet is a dilemma that the SEC now faces with social media companies — businesses that are interacting with their customers, investors and competitors on a daily basis.
“你所看到的是一种新的现实，”纽约雪贝克拉斯·克劳斯队的律师莫里斯西普斯说，自20世纪50年代中期以来一直参与证券法。“人们想要流动性。”
But Simkin also believes that private market exchanges are helping to delay the public offerings of companies that are worried about the cost of doing an IPO — which is estimated at $5 million for smaller companies — as well as the cost of staying public. In particular, companies grouse about having to follow the arcane rules of Sarbanes-Oxley and deal with zealous prosecutors who are forever on the prowl for securities violations.
Cowen&Co投资银行前负责人约瑟夫•科恩（Joseph Cohen）表示：“私人市场交易所是短期解决方案，而不是长期投资解决方案。科恩认为，即使投资者为这些公司提供短期流动性，它们仍然需要上市，他还补充说，为新兴成长型公司维持广阔的公开市场所需的基础设施根本不存在。
But investors are believers in the longer term. The venture capitalists and angels that have stepped up to finance the development of private market exchanges say that the firms they are bankrolling are just the first step in changing the capital-raising process. Barring major structural and regulatory changes, they predict that the new multitiered marketplace — with both public and private trading venues — will provide the necessary liquidity for shareholders and use different regulatory provisions for different sets of players with different sets of needs.
共享成本’s Weir believes that creating liquidity for start-ups is only part of his firm’s mission. Its real business is in helping later-stage venture-backed companies raise capital. Over the past five years or so, an average of $21 billion has been raised annually by venture-backed companies. Organizing this activity is both necessary and profitable, Weir contends. Selling secondary shares together with raising capital can be a sizable business, he explains, especially in an environment in which there are no specialized bankers and the population of public buyers of small technology companies is sparse.
Indeed, with tens of billions of dollars in venture capital being invested by institutional investors and angels, companies are not worried about capital. “Shareholders want reliable liquidity,” Weir says. “They just want to know that there is a window in which they can periodically sell their shares.”