In a low-yield world, is Pre-IPO investing the hidden secret to higher yields?

• Pre-IPO secondary transactions are growing, and over the past few years have consistently generated higher returns over other traditional asset classes
• Startups are remaining private longer. The average age of technology companies going public has gone from 4 years in 1999 to 11+ years now. As a result, several broker networks and pre-IPO marketplaces have emerged to provide liquidity to early-stage investors and employees
• Our analysis shows that secondary investments in mature startups 2–3 years prior to a liquidation event have yielded between 40%-70% annualized returns with fairly high success rates. That’s not a typo!
• Case in point — Slack went public with IPO priced at $38.5 per share, earning around 200% above the last private funding round 10 months prior to the IPO
• However, investing in Pre-IPO is no silver bullet. Just like all other forms of investing, you can go wrong and will go wrong. Imagine investing in Airbnb in 2017, or in Bytedance in Dec 2019. Airbnb’s valuation has halved since, while Bytedance has taken a nosedive.

It’s been busy year for public markets. The pandemic shock and resulting global economic turmoil has seen world exchanges experience a never before roller-coaster ride in the last few months. What with the V-shaped recovery in the stock markets and emergence of Robinhood traders across the world, equity is the name of the game right now. A slew of technology startups is slated to come up with IPOs in the next 12 months, and people are actively debating investing in these IPOs for listing gains.

There is a set of investors, however, who already own shares in most of these Pre-IPO companies, and are waiting for listing gains. They purchased these shares either directly from angel investors, early-stage VCs, and employees holding vested ESOPs or from one of the secondary marketplaces mostly available in the US.

To give you some perspective, our team went back 5 years and looked at the secondary market valuation histories of all IPOs that happened during this period.

(All numbers are taken from actual secondary transactions. Data for a few years in not available.)

Returns realized from investing in Pre-IPO companies 1/2/3/4 years prior to IPO event startups

If you don’t like dense tables, let us call out a few things:

• If you had invested $ 10,000 in Beyond Meat on 02 Oct 2015, it would be worth $ 102,000 as on 02 May 2019, the date of listing.
• If you participated in a secondary transaction as on 21 Sep 2018 in Lyft, you would make a cool 150% return in about 6 months. On the other hand, if you bought Lyft as a retail investor in the IPO, you would be sitting on an approx. 70% loss right now.
• On a more modest note, an investment in DropBox or Uber in late 2015 would earn you only a 2–3% annualized return, highlighting that not all hits are a homerun.
• Other notable names are Slack (42% annualized return), Roku (88% annualized return), and Coupa (104% annualized return)

Our outside-in neutral perspective can be summed up as:

• If you make a good selection (right about 60–70% of the time) of investing in the right startups in the secondary markets, the returns far outweigh any other asset class with comparable risk.
• The biggest benefit to the investor according to me is the shortened investment period. Shorter the time period, lesser chances of something going wrong. In the time that it takes to invest and wait in an early-stage VC, you could churn your money twice and maybe make higher, but more certain returns. Corollary being that shorter the investment time horizon, shorter can be the returns as well.
• You get to invest in high-growth Unicorns at an earlier stage before the company goes public and leftover gains are distributed.
• A mature startup is slightly more stable, has proven product-market fit, has hopefully learned how to scale, and has a proven team that works well together. All this adds up to slightly higher principal protection.
• Don’t go for overhyped startups, irrespective of how mature a startup is, you have to make a call on if the valuation has some margin of safety built in.

What is a Pre-IPO marketplace and how does it work?

Pre-IPO marketplace is a private market where the private company shares exchange hands between private (almost always accredited) investors. Pre-IPO shares are generally held by founders, employees and early-stage angels/VCs. Sometimes the holding period becomes just too long to tolerate (ask any early investors of Palantir!). VCs need to show performance and return capital, angels and company employees need liquidity. Ergo, the need to sell shares in the secondary market to new investors. Please note one important distinction. In a secondary sale, the company does not receive any proceeds from the sale, it is shareholders exchanging monies and assets.

With private markets maturing and investors getting more sophisticated, this secondary market has expanded rapidly over the past 4–5 years. The development of broker networks and secondary marketplace have reduced some of the liquidity concerns of the investors and contributed to the rapid growth.

How real are the returns?

Historically, stock markets have given returns of ~10% annually. But investing in select Pre-IPO companies, such as high growth tech startups can provide substantially higher returns. With a larger number of companies choosing to stay private for a longer-term, many investors (majorly retail) miss out on the ultra-high growth stage of the company. This is the stage where the company’s valuations rise multifold and retail investors miss out on the substantial portion of the returns waiting for the IPO to happen. Also, IPO is not the only liquidation event, instead there are a lot more corporates and private equities acquiring mature startups.

Take the example of the Direct listing of Slack, a popular workplace collaboration tool that went public in 2019. The Company raised series A funding in 2009 and decided to take 10 years to go public. Slack’s stock was valued at $11.91 per share in the last VC funding round 2018. Within a year, Slack’s shares after IPO opened at $38.5 per share, implying an approximately $23 Bn fully-diluted valuation Company’s price closed at 225% above the last private funding round 10 months ago.

Few other success stories in the last few years:

Zoom is a global video communication platform that went live with an IPO in April 2019. Zoom went live at a valuation of $10 Billion with shares priced at $36, by the day close shares traded at $62. Zoom in the last VC round raised $115million putting the company’s pre-money valuation at $885.03 million (at $14.97 per share).

Beyond Meat is a plant-based meat producer that went public in May 2019. The company’s IPO was priced at $25 per share, valuing the company to $1.5billion. By the end of the day shares were trading at $65 per share. The company last raised $50 million in 2018 at a valuation of $1.3 billion, with shares priced at $16.15 per share.

ForeScout is a network security monitory firm that went public in 2017, 17 years after it started its operations in 2000. Till date company has raised around $300 Mn in funding. In the last funding round company was valued at $1 Bn, but when the company went public the valuation of the company dropped to ~$800 Mn. This is an example of a situation where things didn’t go as planned.

Allocating a small portion of your portfolio to Pre-IPO high-growth securities can provide opportunities of earning substantially higher returns than investing in public markets, with risks lower than that of the initial stage VC investors. But it is no silver bullet where all the bets are winners, you have to be selective and meticulous in the due diligence of private companies before investing to earn substantial returns in Pre-IPO secondary market. Buyers beware!

Where will the Secondary pre-IPO Market go from here?

Private markets have grown and matured over the past two decades. Since 2002, Global Private Equity asset value has grown more than twice the rate of public market capitalization. At the same time, the private equity secondary market has also seen tremendous growth in volume. We believe that a similar progression of events may happen in the startup secondary market as well. Once very insignificant, the pre-IPO secondary market has evolved to become a very useful mechanism for founders, ESOP owners, CXOs to liquidate their private securities, either partially or fully. Companies now tend to remain private for longer period of time and thus increasing the relevance of the secondary market. Secondary pre-IPO market has seen a continuous growth in transaction volume and has become a reliable source to get differential exposure and skip the J curve. The chart below indicates the rising secondaries transaction volume

What’s driving the growth of the Secondary pre-IPO market?

1. Longer gestation period to a liquidity event

To date, there are 400 unicorn startups (private companies that are valued above $1 Bn) globally. With large corporates and funds willing to back these companies, they don’t have a huge incentive to go public to raise funds. Going public also exponentially increases the compliance and reporting needs. According to McKinsey & Company, the average age of U.S. technology companies that went public in 1999 was four years. By 2014, that average rose to 11 years and the trend is on the rise. There could be many reasons factoring in a company’s decision to delay raising capital from public:

• Additional cost involved
• Incurring new and ongoing operational requirements (filing financial statements)
• Losing autonomy
• Risk of takeovers
• The dreaded IPO flops
• The delayed IPO exits have led investors to look for other options to exit and diminish liquidity concerns.

2. Founders need liquidity, VCs need to show successful exits

I was speaking to a founder who has been running a very successful tech startup in the valley for the past 10 years and may take another 4–5 years to successfully do an IPO or sell out. The problem is, he needs liquidity today to fund his kids’ education, mortgage, and other obligations.

VCs with a fund life of 10–11 years at times are unable to liquidate all their investments within this period. Given the need to return capital to investors, it can also become imperative to sell a portion of the portfolio in the secondary market. Whatever be the reason, the fact remains that there is increasing high-quality supply available in the secondary market.

3. Increased secondary market efficacy

With the advent of multiple offline brokers and online platforms (such as Torre Capital), it has become easy for founders to connect with buyers looking to acquire stake in unicorn startups. Increasing tokenization of asset classes using technology has also helped reduce investment minimums, documentation, and timelines.

How does the Pre-IPO market actually work?

Investing in Pre IPO shares generally can be done in a few ways.

• One way to invest in unicorn startups is via Brokers or advisory firms that specialize in Pre-IPO secondary transactions. Using offline brokers or investment banks requires a large transaction size (a couple of million at least) and may come with high transaction charges (sometimes up to 10%), and longer lead times.
• Another upcoming way is to list your shares on a secondary platform which then collates a set of shares and offers it to its existing investor network. The drawback here is that unless you are offering shares of very well-recognized startups, there may not be enough demand.

Taking an example of company XYZ. The Company was founded in 2010 and the founder owns 100% of the shares (complete ownership). Company raises 1M at the post-money valuation of 10Mn. Thus, the early-stage investor owns 10% of the shares and the founder owns the remaining 90%. Over the next few years, multiple investors invest in a company and the valuation of the company also rises. Founders and early investors have a large portion of their wealth locked in the company stock. Traditionally, the only way for them to liquidate their share was for the company to go public or engage in an M&A transaction. But now, they can opt to sell a portion of their shares on a secondary platform and enjoy the benefits of their labor while continuing to grow their company.

We at Torre Capital provide our investors access to best-in-class startups, and shareholders easy liquidity in two ways:

• You can opt to list and sell your shares outright on our platform. Our investors are always looking for high quality opportunities to invest in.
• If you don’t wish to sell your shares, or can’t because of restrictions, you can also secure a loan from Torre Capital against your shares.

With our broad network across the globe and many collaborations, we bring to our investors the best of opportunities while allowing startup shareholders fast access to liquidity.

Pre-IPO market comes with its own set of risks investors should be aware of:

Private markets are growing and maturing at a fast pace but investing in the Pre-IPO private equity market and securities in the secondary market carries extra layers of risk over investing in public securities such as bonds and public equity. Some of the risks that a secondary market investor bear is:

• Risk of IPO not going live or getting delayed

There is a small risk even with high growth unicorns that the IPO may not go through, or the company may further delay going public. This risk is generally mitigated by the discount at which the Pre-IPO securities are available. But the probability of not going live and the inability to find other exit options is always present.

• Sudden reduction in liquidity or valuation because of black swan events

Take the example of Bytedance. Till December last year, you could not get hold of shares of Bytedance even at inflated premiums. Due to the happenings over the past six months, investors who came in the past 12 years might find it quite difficult to exit their investment. WeWork is another example that has been much talked about. Such situations can’t be ruled out completely. The secondary private market has an inherent liquidity risk as the number of buyers and sellers in the market is limited. Also, there is no one centralized platform or stock exchange with market makers.

• Information Asymmetry

Private securities in the secondary market are not held to same reporting standards as those on the public side. This makes it much harder for an investor to evaluate a private company. Founders and managers holding the security have more information available than the buyer and have no big incentive to share the information in the market. This information gap adds the risk and impacts investor confidence in the secondary market.

In conclusion:

We firmly believe that Pre-IPO markets for mature/unicorn startups is going to expand exponentially over the next 5–10 years, and investors should carefully examine the opportunities available. If suitable for their risk profile and portfolio size, this can be a great asset class to allocate 5–10% of your portfolio to in order to improve overall returns and reduce dependence on traditional investments.

This article has been co-authored by Daksh Arya and Sargam Palod who are in the Research and Insights team of Torre Capital.

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If you are an investor or shareholder and want more advice about the Pre-IPO secondary markets, please feel free to reach out at support@torre.capital for investment advice, or register for an account at Torre Capital.