The future of the VC Secondary market

Posted by Derek Minno | December 17, 2023

Have you paid attention to VC secondaries?

The Venture Capital Secondary Market allows investors to sell shares of their portfolio companies before the company has had a proper exit. In another word - liquidity!

Secondaries have been steadily growing in the past 20 years and are becoming a standard tool in the VC toolbox. If you haven't paid attention, now is the time.

This massive post will provide you with in-depth insights from 4 secondary experts - compiled, prepared, and written by the one and only Derek Minno.

Let's dive in.

Table of Contents

Foreword by Derek Minno

Over the past decade, investments into the Venture Capital (VC) asset class have surged. During this period, investors from a variety of industry verticals eagerly joined the fray, hopping on the bandwagon of whatever was popular. This led to the establishment of numerous VC funds and firms. Yet it wasn’t just a rush to become a general partner (GP) of a new fund. Professionals left stable careers with established and mature companies to seize the opportunity to work with nascent technology startups that were venture-backed. Enticed by the allure of stock options, hyper-growth, and a possible big payday, everyone expected the prosperity to last for years. However, a funny thing happened along the way to the exit event.

The once endless euphoria for investing in growth companies underwent a shift when the Federal Reserve opted to raise interest rates. Suddenly, the party was over. The valuations of venture backed companies became increasingly difficult to justify. Questions arose regarding the justification of many high-priced investments. This shift altered both the VC landscape as well as the appetite for the inherent risk associated with VC investing. Instead, many opted for safer investments that promised an attractive return.

This brings us to the venture capital secondary market. This market originated in the 1980s and gained broader acceptance in the early 2000s. It experienced significant growth post financial crisis extending into the 2010s and has evolved into a recognized and maturing asset class within today’s financial markets.

Weathering a Changing VC Market

The venture capital secondary market serves a pivotal function in today’s venture ecosystem. It allows VC investors an avenue for diversification, risk management, and most importantly, liquidity. It enables investors to recalibrate their portfolios in response to evolving market dynamics and circumstances, making it an essential component of the venture capital industry. While the private equity/buyout secondary market surpasses the venture capital sector in size, there is hope that the venture capital market will expand in the future with the proliferation of research and information.

There are various transaction structures that exist in the secondary market. This includes (1) LP-led, (2) GP-led, and (3) direct transactions. To delve deeper into these methods, there are multiple informative articles available for reference. Here are a few recommended sources:

  1. Venture Capital Secondary Market — Carta
  2. Fidelity’s Private Market Secondary Guide 
  3. Continuation Funds Continuing Trend — Orrick

There are a variety of data collection firms that excel at generating numerical analyses, charts, and graphs. Upon reviewing this information, one can discern that there is a significant amount of value in the venture capital pipeline. However, this value does not enjoy the same liquidity solutions as other categories such as private equity (PE) and Buyout (BO) secondaries. The lack of GP-led VC secondary deals may be attributed to the unpredictability and complexity associated with venture capital. But exploring the fundamentals of venture capital can enhance the understanding of the asset value which could potentially foster increased secondary market activity.

The Magic Behind Secondaries

The goal of the content you’ll read here is twofold. First, it is to furnish a more comprehensive understanding of the secondary market via encompassing historical perspectives, best practices, market insights, and valuation analyses. Second, and more importantly, it is to foster a better-informed venture capital investment landscape for the secondary market. It is hoped that GPs and managers of VC-backed companies can navigate this market with an eye on successful outcomes.

While there are fundamentals in evaluating VC investments, there is also a touch of magic. As we explore these fundamentals, we will delve into the foundational aspects and explore some of the indicators that could be considered magical. It should also be noted that the VC landscape has a significant degree of salesmanship and pitching. The ability to sell can be a significant advantage for a VC or a CEO of a portfolio company. However, this advantage may also blind many to warning signs, causing some to run right into a wall. By engaging with these posts, you will gain an understanding that can serve as a valuable guide.

What Lies Ahead With 4 Secondary Experts

Our collection of conversations will feature insightful interviews with successful figures in the venture capital secondary market. Discussions are focused on the perspective of opportunity analysis, historical evolution, and the current as well as future market trends and activities. The participants of these interviews offer insights and contribute diverse perspectives. We will summarize the interviews and provide both key information and wisdom honed from experience.

In the first release, Derek talks with Hans Swildens, who provides a unique perspective as one of the most active participants in today’s market.

  • Hans Swildens  — Hans is the founder of Industry Ventures. Industry Ventures has been investing in VC secondaries for more than 20 years and Hans is considered one of the pioneers and leaders, recently raising Funds totaling $1.6B.

Future releases will feature

  • Ravi Viswanathan  — Ravi led the spin out of over $1 billion of venture capital assets from NEA in 2018. This was the first large VC secondary transaction and led to Ravi founding NewView Capital, which now manages more than $2B AUM.
  • Ted Clark  — Ted was an early member of the team at Hancock Venture Partners (now HarbourVest Partners) in the 1980s that was one of the original institutional investors in VC/PE secondaries. Ted is now a co-founder and partner at FourBridge Partners.
  • Mike Bego  — Mike has been an important player in the Secondary industry since the early 2000s. He founded Kline Hill Partners in 2015 to purchase secondary interests and is now one of the leaders in this industry with more than $3B AUM.

Whether you’re an Institutional Investor managing a venture capital portfolio, a General Partner at a Venture Capital firm, an employee holding stock options in a venture capital-backed company, or someone entering or exiting the industry, there is relevant and valuable information to help you maximize returns while protecting your risk. If you would like to continue to receive these interviews/white papers, have a deeper conversation on these opportunities, or participate in a future interview, contact or follow me on LinkedIn or follow me on Medium.

Derek Minno  — Derek has served as a GP in a domestic VC Fund; a GP in an international PE Fund, a LP in multiple PE and VC Funds, and a C-level executive in VC backed companies. He is the President of Point Capital.

1. Hans Swildens on VC Secondaries

Hans Swildens  — Hans is the founder of Industry Ventures. Industry Ventures has been investing in Venture Capital secondaries for more than 20 years and Hans is considered one of the pioneers and leaders, recently raising Funds totaling $1.6B.

1.1 Key takeaways on VC Secondaries

“Continuation Funds are attractive for GPs. They might lose a little bit on the fund being restructured with a purchase discount to NAV, but they should make it back on the continuation because their carry will get calculated on the reset value of the portfolio. It should be GP neutral and give the LPs an option to get liquidity or extend the life of their investment/partnership. Some of the LPs are going to sell, some of them are going to roll. There’s a market price because the GPs get multiple bids or offers from several buyers to determine the market price. If you ask me most of the VC funds with good investments that are old will use this structure to offer LPs liquidity and that’s how liquidity will come back to these funds vs. straight up sales.”

“Direct venture funds can’t just sell bad investments to secondary funds and then secondary funds lose money because then they’re not going to buy from them anymore. If they want the liquidity and they want the market to have liquidity, they should understand the buyer needs to make money too.”

“There’s a reason why there’s only a handful of us that have any sort of size. This type of investing is very difficult. I think VC secondary is five times more difficult than secondary buyout. And that’s why people avoid it. And you don’t understand how difficult it is, you will learn via mistakes over time on all the ways you can lose money.”

“And what’s going to happen again, is that everybody that bought over valued direct secondaries in 2021 is going to lose their money. And they probably already have lost 70–80% of their money. And we’re starting to see markdowns coming through.”

1.2 History in the VC Secondary Industry

Industry Ventures has published several white papers on venture capital secondaries. These provide a knowledgeable overview of this industry. One is focused on the Venture Capital Secondary Market and includes some of the history.

Industry Ventures — Venture Capital Secondary Market

1.3 Analysis From a Very Active Participant in VC Secondaries

Hans emphasizes that the venture capital secondary market involves complex dynamics, qualitative technology assessments, quantitative analysis, valuation differences by technology category, and a different perspective on deal structures. Despite the market’s volatility, Hans remains bullish about its growth, while emphasizing the importance of constructing resilient portfolios. In the venture capital secondary market, there are key considerations and dynamics to be aware of:

1. Due Diligence: When engaging in secondary transactions, it’s important to conduct thorough due diligence. This includes reviewing financials, cap tables, articles, preference coverage, liquidation waterfalls, revenue growth, margins, competitive dynamics, customer concentration, gross margins, and customer renewal rates. This due diligence is like what a direct investor would perform and involves both qualitative and quantitative expertise in various sectors of technology.

2. Valuation Discrepancy: Valuation can be a point of contention in secondary deals. While secondary buyers may value a company based on metrics like revenue and growth rate, sophisticated sellers might have different expectations. Sellers often consider the historical valuation they received from venture capital firms, which can lead to a disconnect between buyer and seller expectations.

3. Continuation Funds: Continuation funds are attractive to general partners (GPs). They provide an opportunity for GPs to maintain their carry interest by rolling it into the new fund. This structure can be considered GP-neutral, and LPs may have the option to sell their interests or roll them into the new fund, providing flexibility for various stakeholders.

4. Early-Stage Companies: There is a perception of high risk associated with early-stage companies that are still burning money. These companies require further funding, which resembles traditional venture capital investments. As a result, secondary buyers often focus on later-stage, more stable companies with established revenue and growth.

5. Market Outlook: Despite the challenges and fluctuations in the market, some participants remain optimistic about the growth of the venture capital secondary market. They anticipate continued expansion and scaling of their activities. However, they emphasize the need to construct portfolios that can withstand market fluctuations since many secondary investors do not always approach portfolio construction with long-term durability in mind.

1.4 Market View on VC Secondaries

The venture capital secondary market faces challenges related to valuation, understanding between buyers and sellers, and the need for profitability. It is expected to grow, but it may remain distinct from the buyout secondary market due to the unique nature of venture capital investments. Hans provides insights into the venture capital secondary market, the challenges it faces, and its prospects. Here are the main points:

1. Valuation Challenges: There are difficulties in valuing venture capital assets for secondary transactions. Unlike buyout deals, where metrics like EBITDA and cash flows are used to determine fair value, venture capital valuations can vary significantly between what was paid initially and the current worth. This discrepancy can make it challenging for sellers and buyers to agree on pricing.

2. Lack of Process: In buyout deals, there’s a structured process to determine the fair value of assets. In venture capital, there’s more subjectivity and uncertainty in valuations. This can lead to sellers expecting prices that might not make sense in the current market.

3. Understanding the Buy Side: There is a lack of understanding among sellers about how the buy side values assets. Sellers might hope to find less-sophisticated buyers willing to pay inflated prices. However, the venture secondary market is generally populated by experienced and sophisticated investors.

4. Mutual Profitability: Both the seller and buyer need to make money for the venture secondary market to thrive. Sellers must recognize that secondary funds can’t buy assets at a loss, as it would jeopardize their ability to raise new capital and continue operating.

5. Continuation Funds: Venture capital funds are increasingly creating continuation funds to handle secondary transactions. This approach allows LPs to decide whether to roll their interests into the new vehicle. This method may lead to more market volume, and LPs can assess the fairness of pricing.

6. Challenges of Venture Secondaries: The venture secondary market is challenging. There are many ways to lose money in venture capital, and a more conservative approach is needed for secondaries compared to venture capital primary investing. Only a few firms have successfully navigated these challenges.

7. Overheated Market: In 2021, direct secondaries in venture capital were trading at a premium to primary market valuations. However, this led to concerns that prices had been inflated, and investors may have overpaid. As valuations corrected, those who had bought at a premium could experience significant losses.

8. Future of Venture Secondary Market: The future of the venture secondary market is uncertain. While there’s an expectation of growth and more liquidity, it may not reach the same level as the buyout secondary market. The unique characteristics of venture capital, such as the need for high growth “rocket ship” investments, make it distinct from buyouts.

9. Cyclical Nature: The venture secondary market is cyclical and can be influenced by economic conditions. Some exchanges and brokers may survive these cycles, while others may face difficulties.

10. Desire for Awareness and Respect: Hans believes that increased awareness, understanding and institutional respect for how secondary funds operate are essential for the growth and efficiency of the market. Secondary funds are investors too, and they need returns and have a high cost of capital.

11. Sellers should recognize that secondary funds expect to make money from their investments.

12. Transaction Prospects: Despite the challenges, there are deals that can be completed in the venture secondary market. The continuation fund format is a promising approach, particularly for GPs.

2. Ravi Viswanathan on VC secondaries

Ravi Viswanathan – Ravi led the spinout of over $1 billion of venture capital assets from New Enterprise Associates (NEA) in 2018. This was the first large VC secondary transaction and led to Ravi founding NewView Capital, which now manages more than $2B AUM.

2.1 Key takeaways on VC Secondaries

“These days pretty much every cap table on the planet has folks that need liquidity.”

“We recently put together a thought piece where we discussed what we call the fallacy of discounts. We said, the focus on discounts really emerged from the private equity where you have a more efficient market with a tighter range of outcomes and multiples (generally calculated off EBITDA). So, with company X to company Y to company Z, that discount was comparing apples to apples to apples but with venture capital the apples can be vastly different. You have different financing histories, different types of companies, growth rates, burn rates.”

“We don't take binary risk. If it's real binary risk, we'd just stay away.”

“We are big believers in the venture capital secondary market. By our estimation, we think it's a $50-100B opportunity. The practitioners of secondary have been more the PE folks. And some of those PE folks have an allocation to venture.”

“I think the TVPI - DPI spread didn't have attention for a while. The tension now is this extreme need for DPI. And that is forcing that spread to close because GPs are realizing this isn't what I wanted to get, but I need to do something. I think the LPs are in every meeting saying, hey, have you sold anything? Hey, give me a check.“

“I think it'll be later stage companies that are good secondary targets. They can still be unprofitable provided they are growing and have a defined path to profitability.”

2.2 History in the VC Secondary Industry

The spinout from NEA created a $1.35 billion fund in 2018. The bulk of the funding was for the transferred NEA portfolio, including existing investments and anticipated follow-ons for those companies. There was also capital for new deals, which Ravi had done his whole career. In 2020, NewView bifurcated their strategy into two dedicated pools. NewView’s Flagship Funds are for direct investing into companies, mid -to -later stage, but secondary is a big piece of it. Then also Special Opportunity Funds, especially for portfolio acquisitions, that are dedicated to venture secondaries.  

2.3 Analysis of VC Secondaries

In summary, Ravi/NewView's approach to venture capital secondaries is centered around careful selection, customized deal structures, and a focus on operational engagement to enhance the growth and value of the companies in their portfolio. Their ability to manage financing risk and efficiently allocate capital positions them as a strategic player in the secondary market. In the world of venture capital secondaries, there are several strategies and approaches. NewView focuses on these key principles and considerations:

  1. Financing Risk and Portfolio Selection: The level of financing risk in a portfolio depends on how you define financing risk. NewView's approach is to focus on companies that are growing efficiently, shunning capital-intensive growth. When acquiring portfolios like the NEA portfolio, they assess each company individually. They aim to allocate follow-on dollars to late-stage companies that require less capital, have secure funding, or are already fully financed.
  2. Deal Structures: NewView employs several deal structures based on the needs of sellers. They don't engage in LP stake sales and often refer them to their partners. The focus of their portfolio acquisition strategy is on heavy curation and typical sellers in these transactions can include seed funds, early-stage funds, later-stage funds, and older funds that are in harvest mode and are approaching the end of their life cycles. They also have the operational capacity to take on board seats, which is different from traditional secondary investors, as they can actively participate in the management and growth of the companies.
  3. Portfolio Preference: NewView often prefers highly curated opportunities even if the process leads to the purchase of a single company or a smaller portfolio over a large portfolio of many companies. They prioritize cash-on-cash returns and can work with a variety of stakeholders who need liquidity, whether they are institutions, GPs, angels, or individuals.
  4. Valuation Considerations: NewView emphasizes the importance of accurate valuations based on a company’s fundamental value. They are cautious about steep discounts that may be calculated based on a significantly inflated valuation, especially in the venture capital sector. In their view, a discounted price should be the output of a view on intrinsic value rather than an input driving decision. They often avoid deals with excessive discounts (e.g., 80%) because they believe such discounts are not sustainable as these highly valued companies are likely to raise down rounds with associated risks that may be introduced through structure.
  5. Thematic Focus: NewView's investment focus is highly thematic, with the vast majority of their investments dedicated to enterprise software and fintech. Their in-depth industry knowledge enables them to make informed investment decisions and tailor their investment approach and operational impact to each company's unique situation.
  6. Reserve Allocation: In primary investments, they reserve approximately 20-40 cents for every 60-80 cents of the original investment. This allocation is calculated based on the company's financing needs going forward. For secondary investments, the reserve amount may be lower given these companies typically are later stage and many are fully financed.
  7. Risk Mitigation: NewView avoids binary risks and focuses on post product market fit companies with substantial recurring annual revenue (ARR) and growth. They believe in the value of active portfolio management, risk-adjusted returns, are diligent in their underwriting process, and are disciplined when it comes to valuations.

2.4 Market View on VC Secondaries

Ravi provides an overview of the venture capital secondary market, its opportunities, challenges, and the evolving dynamics of venture capital investing. Ravi provides insights into the venture capital secondary market and the dynamics of investing in venture capital secondaries. Here are the main points:

  1. Market Opportunity: The venture capital secondary market represents a significant opportunity, estimated to be between $50-100 billion. This market has traditionally been more associated with Private Equity (PE) investors, some of whom allocate funds to venture capital.
  2. Demand for DPI: There is an increasing need for distributing profits (DPI) among General Partners (GPs). GPs are under pressure to generate returns and close the gap between the bid and ask prices in the secondary market due to LPs (Limited Partners) asking for liquidity.
  3. Potential Growth: Ravi anticipates that in the future, larger venture portfolios, will become more actively traded. However, there may be a need for some time to settle valuation mismatches between buyers and sellers.
  4. Attention to Portfolio Companies: In certain cases, venture capital firms might pay more attention to their portfolio companies than a traditional secondary market investor. NewView can provide follow-on investment and help companies secure additional funding when they might not be getting much attention from the original VC investors on their cap tables.
  5. Reputation Considerations: NewView emphasizes the importance of maintaining a good reputation in the venture secondary market. It's advised not to engage in short-term trading but to play the long game and support portfolio companies. Engaging in secondary trades too quickly can be seen as more aligned with a trading mentality rather than a long-term investment approach.
  6. Evolution of the Venture Secondary Market: NewView reflects on the relatively slow growth of the venture secondary market in the past, which might be attributed to the venture capital mindset. Venture capitalists often focus on creating something new, while buyout investors are more commercially oriented.
  7. Changing Fundamentals: The dynamics of venture capital have been changing. Total Value to Paid-In (TVPI) ratios and the distribution to paid-in (DPI) ratios are diverging. Fund managers have been raising capital quickly, which has created a backlog of investments that need liquidity. Secondaries are recognized to provide liquidity and effectively managing portfolios.
  8. Investment Strategies: The venture secondary market often targets later-stage companies that might not yet be profitable. Some companies that have performed well within the earlier funds may be ideal targets for secondaries.
  9. Challenges of Venture Secondaries: The venture secondary business can be challenging. There is an "evangelical" aspect to it, where convincing participants to engage in secondary transactions can take time. Bid-ask spreads can sometimes be irrational, despite the understanding that such transactions are necessary.

3. Ted Clark on VC secondaries

Ted Clark was an early member of the team at Hancock Ventures (now HarbourVest), one of the original institutional investors in VC/PE secondaries in the late 1980s. Ted is now a co-founder and partner at FourBridge Partners.

3. 1 Key takeaways on VC secondaries

“If done correctly, secondaries are an incredibly low risk strategy.”

“Even though we've had a falloff in capital, the markets are adjusting, there's still a lot of capital out there. Either raised or committed. I think that the need will be there.”

“I'm not sure anybody would have predicted the growth of the secondary market. The funding opportunity for companies that delayed an IPO created a need for increase private financing and that assisted the growth for secondaries.”

Ted describes the Venture Capital Secondary business from the perspective of an Institutional Investor.

3.2 History in the VC Secondary Industry

In the late 1980s, there were a few one-off secondary transactions, but they were opportunistic and infrequent.

By the early 1990s, the market began to evolve and become more regular. Initially, sellers were often corporate or strategic investors with underperforming venture and technology programs. Deals in the early days typically involved fund commitments ranging from $2 to $10 million, and they were viewed as add-ons to the primary fund investment business.

Hancock Venture Partners (now HarbourVest) played a significant role by creating the first dedicated fund for venture capital secondaries around 1992, named Dover Street. This marked the beginning of a more organized approach to secondary investments.

The venture capital secondary market gained momentum in the early 2000s, particularly after the bursting of the internet bubble. This was driven by two main factors:

  • Many individual investors, especially in venture capital, found it challenging to meet their capital calls, highlighting the risks they had taken.
  • Institutional investors, including Harvard Management, turned to the secondary market to rebalance their portfolios due to the denominator effect and imbalances between venture, buyout, and growth investments.

In the 2000s, the secondary market transformed into a fund management tool that allowed investors to manage their fund relationships, exposures, and skip the J-curve. Firms like HarbourVest recognized the potential of the secondary market as a business, leading to the creation of multi-billion-dollar funds. This shift also saw a greater focus on internal rate of return (IRR) as a key performance indicator and innovative deal structuring.

As venture capital fundraising took off in the 1990s, and approximately 5% of limited partner (LP) commitments began to change hands, secondary capital fundraising also saw significant growth in the 2000s. This expansion was not limited to venture capital but also extended to buyout and private equity markets, making it clear that the secondary market was becoming a substantial and vital component of the investment landscape.

3.3 Analysis of VC secondaries

Venture capital secondaries can be a low-risk strategy when executed correctly. This is primarily due to the diversification of portfolios. For instance, programs like Dover (HarbourVest) have hundreds of partnerships and possibly thousands of companies in their portfolios. Diversification allows for risk mitigation.

Key points about why venture capital secondaries can be low risk:

  1. Diversification: Large venture capital portfolios can include hundreds or thousands of companies. This diversification helps spread risk.
  2. Portfolio Knowledge: Investors in these portfolios often have in-depth knowledge of the companies they are already invested in. This familiarity allows for better risk management.
  3. Moderate Leverage: Investors may use moderate leverage to enhance returns while maintaining a risk-appropriate profile.
  4. Efficient Pricing: Structuring deals with efficient pricing benefits both sellers and buyers, allowing sellers to obtain a good price while buyers can participate in the upside.
  5. Performance: Typical performance metrics for these assets include a return of 1.5X and an internal rate of return (IRR) ranging from 10% to 20%, depending on timing.

In contrast, buyout portfolios are generally smaller, often consisting of 10 to 20 companies. While they may be easier to evaluate, this can introduce complexity, particularly in terms of deal structuring, especially from the standpoint of leverage and dealing with sellers.

3.4 Market view on VC secondaries

Ted discusses the competitive landscape in the venture capital market, changing return expectations, the growth of the secondary market, and potential concerns regarding SPVs and co-investing, as well as the influence of fund size on performance.

  1. Capital Availability: Despite a recent decline in capital, there is still a substantial amount of capital available, either raised or committed, within the market. This capital is being sought after by various large funds, which are aiming to raise significant amounts, typically $10-12 billion.
  2. Increased Competition: The venture capital market has become more competitive than ever. Large funds are actively raising capital and seeking opportunities. This competitiveness is partially driven by the need for investors who have committed substantial amounts and need to rebalance their portfolios.
  3. Changing Return Expectations: It is anticipated that return targets in the venture capital market will come down in the future. Instead of the previous goal of achieving 1.5 times the initial investment, the new target might be 1.3 or 1.4 times the investment. However, with managed liquidity and access to lines of credit, these investments could potentially target a 10-12% internal rate of return (IRR), seeking to provide a premium compared to public markets.
  4. Growth of the Secondary Market: The secondary market for venture capital has seen significant growth. This growth has been fueled by the opportunity for companies that have delayed initial public offerings (IPOs) to secure additional private financing.
  5. Concerns About SPV or Co-Investing from LPs: There is a looming concern related to special purpose vehicles (SPVs) or co-investing by limited partners (LPs). This could be a disaster waiting to happen.
  6. Impact of Fund Size: The size of venture capital funds has grown significantly over the last decade. Many firms have raised billions of dollars of capital and expanded into multi-product, multi-platform, and multi-stage investments. The increased fund size can impact performance and larger venture firms might face challenges related to their performance and returns.

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=> Stay tuned for the next interview very soon!

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