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    Liquidity for Unregistered Securities in Private Companies
 



Trend for Companies to Remain Private

Certain private companies are electing to remain (or go) private, and arranging for shareholder liquidity through NYPPEX.

Motivations include:
 
Greater management independence
 
Ability to make greater capital investments for long-term growth
 
Higher company valuations due to increased annual earnings from costs savings of not having to comply with Sarbanes-Oxley
 
Greater personal wealth opportunities due to fewer shares outstanding and less public disclosure and scrutiny of executive compensation arrangements
 
Greater privacy of intellectual property, technologies and strategies
 
Reduced legal and regulatory risks for non SEC reporting companies.


NYPPEX has amassed a significant pool of private market liquidity, currently estimated at over $10 billion through its 76 institutional members ( as of June 1, 2007).

Secondary unregistered equity and debt securities of private companies include:
 
Equity securities such as preferred and common shares
 
Convertibles
 
Debt such as senior, subordinated, bridge loans, bank loans, CLO traunches
 
Warrants and other options.

Prospective selling parties include:
 
Private equity partnerships seeking to sell minority stakes in portfolio companies
 
Private companies introducing selling shareholders such as founders, officers, and directors
 
Institutions
 
Advisors
 
Brokers
 
Private clients

Motivations to sell include:
 
Corporations with new portfolios or strategies, typically as a result of mergers
 
Institutions seeking to rebalance alternative asset portfolios
 
Private equity and venture partnerships seeking exit events
 
Founders, officers and directors seeking to diversify personal net worth
 
General partners seeking to close older private partnerships
 
Shareholders seeking liquidity
 
Pension funds seeking portfolio management efficiencies by selling smaller holdings
 
Private companies with shareholder disputes, that seek to arrange liquidity alternatives for such shareholders.

Motivations to buy include:
 
The opportunity to co-invest alongside top venture or buyout funds
 
The ability to immediately increase portfolio weightings in direct investments of private companies
 
The opportunity to add holdings in private companies nearer their exit event
 
To avoid paying fund management fees and carried interest
 
The opportunity to generate superior returns
 
The ability to buy at attractive discounts to fair market value.

Eligible U.S. and non U.S. private companies whose restricted securities may privately trade at NYPPEX include those suitable for venture, private equity, buyout or debt private fund portfolios. Financial profiles can range from distressed to pre-IPO.

Transactions are categorized as:

  

Portfolio Divestitures – Securities in multiple private companies with gross offering proceeds of i) less than $25 million or ii) $25 million or more. (See Portfolio Divestitures)

  

Block Trades – Gross offering proceeds of $5,000,000 or more in one security of a private company.

  

Odd-Lots – Gross offering proceeds of less than $5,000,000 in one security of a private company.




 
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© Copyright 2008 NYPPE Holdings, LLC. All Rights Reserved. Unauthorized duplication, distribution, or public display is strictly prohibited by federal law. Usage will be monitored. All securities are offered through NYPPEX, LLC. Member NASD, SIPC. Restricted securities may contain a high degree of risk. In general, buy orders may only be placed by Accredited Investors as defined in Rule 501(a) of Regulation D.