What Law Firms Need to Understand About Secondaries — Beyond the Private Company Tender Offer

Nasdaq Private Market
3 min readMay 18, 2022

They’ve earned the trust the market has in them — NPM is a world class platform with superb customer service and a wealth of experience

Sacha Ross, Cooley

For close to 10 years, law firms, associates and partners have trusted introducing NPM to their private company clients. With NPM’s global distribution network and support from our bank partners, we help private companies access strategic capital and facilitate market-driven transactions their shareholders deserve.

Now, more than ever, private companies need help navigating the ever-changing and diverse capital markets. Due to heightened buy-side demand in 2021, common stock transacted on the NPM platform at a median discount of 0%. However, as investor demand waned in 2022, we noticed Q2 is trending towards a discounted quarter. Of all programs transacted so far in Q2’22 with pricing data, more than 50% have been discounted to the previous round1 Because of this, private companies have sought innovative ways to attract new capital. Private companies have leaned into NPM’s global network of over 200 buy-side firms and bank partners to connect their supply with our network’s demand. Our global distribution network allows a diverse group of investors and private companies to transact in one marketplace. By working with NPM’s institutional distribution network throughout the placement process, your client’s investor network can be supplemented, leading to more informed decision making. We welcome the opportunity to develop new partnerships for companies and law firms navigating this changing and growing secondary market.

Organized secondary programs typically take shape in the form of a tender offer and the offer price is negotiated at arm’s length between issuers and buyers. However, throughout 2022, innovative price discovery mechanisms such as buy-side auctions and NPM’s company marketplace are increasingly brought up by issuers in pursuit of a competitive price offered to shareholders. We believe price discovery on secondaries should be market-driven, not established by a small group of inside investors. Here’s a breakdown of our market-driven solutions:

Company Marketplace — A marketplace beyond private tender offers during defined windows of liquidity.

  • Why? Regain company control of employee blocks under an organized market-driven process, while giving fair and equal access to shareholders and investors.
  • When? 2–4 times a year for periodic liquidity.

Buy-Side Auctions — Our flexible auction allows you to set your transaction timing, price range, and sell limits while connecting you with new institutional investors.

  • Why? Set the price of your company program while gaining access to a new and diversified investor base.
  • When? Customizable, on-demand liquidity when it works for a company and its shareholders.

Private companies can remove the administrative burden of running a secondary transaction by using a experienced market operator — allowing them to focus on the next strategic primary raise. NPM can handle the full spectrum of secondary liquidity needs for companies from an individual block sale to a highly complex continuous marketplace. For more information, please fill out the form below to set up a discussion with our team about how we can help your clients achieve their liquidity goals or partner with your law firm.

1Nasdaq Private Market Data

THE INFORMATION CONTAINED HEREIN IS PROVIDED FOR INFORMATIONAL AND EDUCATIONAL PURPOSES ONLY. Copeland Markets, LLC (dba Nasdaq Private Market) and its subsidiary, NPM Securities, LLC., a registered broker-dealer and alternative trading system (collectively, “NPM”), makes no representation or warranty or guarantee as to the completeness, accuracy, timeliness or suitability of any information contained within any communication from NPM. Public information incorporated here may be incomplete and not independently corroborated by NPM, and there may exist other material non-public information that impacts valuation of any company shares. Past performance is not indicative of future results. Investing in private company stocks is speculative and involves a high degree of risk. You must be prepared to withstand a total loss of your investment. You are strongly encouraged to complete your own independent due diligence before investing in private company stock, including obtaining additional information, opinions, financial projections, and legal and other investment advice.

Nicholas Frueh

Director, Private Company Trading Solutions

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Nasdaq Private Market

Nasdaq Private Market is advancing the secondary marketplace for private companies, employees & shareholders, banks & brokers, law firms and investors.