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SecondMarket Sets Up Transfer Facilities For Startups To Manage Secondary Sales

TECHCRUNCH:  SecondMarket, the secondary transaction manager whose involvement in Facebook’s pre-public offering fire sale of shares arguably hurt the social network’s eventual initial offering, is now launching a new product to put more control over secondary sales in the hands of startups.

With private companies staying off the public boards longer and valuations for later stage rounds climbing,  an increasing number of firms are launching to invest in secondary sales (sales of shares owned by company employees or investors that were distributed as part of earlier rounds or as compensation).

As these firms start preying on SecondMarket’s turf, the progenitor of the secondary sale for venture capital investments is offering a new product to later-stage venture backed companies that focuses on better managing the secondary process (oh, the irony).

“We did about $1.5 billion in company-controlled secondaries last year. And the model there is a broad-based tender offer,” says SecondMarket chief executive Bill Siegel. “[But] the broker market is back and it’s worse than ever. If you’re an employee at any of the highly valued startup companies, they’re getting offers to sell their equity [every day].”

To ensure that startups can manage the process themselves and avoid a Facebook-style debacle, SecondMarket is pitching what it calls the “transfer facility“.

“[Startups] decide who the end buyers are in the facility and they set up the transaction rules,” says Siegel. “We do it at no cost to the company. It’s a meaningful evolution that puts control back in the hands of the company, so that they can control who owns their stock over time.”

According to Siegel, the demand for this type of product is coming from startups themselves, who are beginning to view the secondary bids coming from would-be shareholders as an annoyance and a distraction for employees.

Two undisclosed companies are already in the process of setting up transfer facilities for their employees now, Siegel said.

The pitch that SecondMarket is making is ease-of-use. Companies typically have right of first refusal when an employee or investor looks to sell their stake, and can manage the process themselves, but SecondMarket argues that it’s time-consuming and costly with onerous paperwork requirements and the re-valuation of stock based on different capital tables from different rounds.

In some ways, this is the product that addresses what Siegel saw as the future for secondary share sales in an interview with Fortune:

The trend is towards repeat and recurring [tender offerings], and that is being messaged to employees at the company. People look at [equity] as a lottery ticker kind of. When you run [a tender offer] every year or twice a year, that shifts the way the employees view that stock. This is actually now compensation. It’s not just a lottery ticket. That’s really meaningful, especially for growth companies. Companies can use that as a retention tool, and it can be a meaningful part of compensation.

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