What the inevitable ‘publicizing’ of private markets means for investors and exchanges

As markets for trading stock in privately-held companies become more prevalent and exchange-like, and potentially attract more investors, Max questions what impact this will have on fully-fledged exchanges and their offerings.

There is growing demand from investors—individual and institutional—to bring exchange-style trading to privately-held stocks and open up these opaque markets to a broader base of participants beyond venture capitalists and the few brokers and “accredited investors” in a position to take advantage of private companies’ pre-IPO growth stages.

Recently, I spoke to some of the protagonists in this space about what this movement could ultimately create for investors in terms of new marketplaces and market structures to handle the trading and settlement of privately-held securities in a manner similar to what investors are accustomed to in the public markets.

Hand in hand with this, investors will expect those pushing this charge to provide greater levels of information disclosure and to create new trading, risk management, and analytics tools with the distinct nuances of private markets in mind. Simply put, they will expect private marketplace operators to behave more like exchanges, and offer exchange-style datasets and value-add tools.

For example, as a public market for private securities, New York-based OTC Markets Group requires exchange-like levels of disclosures, and offers transparency tools to investors, including risk indicators. As this space rapidly evolves, Jason Paltrowitz, director and EVP of corporate services at OTC Markets, says he expects to see more platforms that support trading in private stocks to offer greater levels of data, as well as transparency and risk tools. It would also make sense for providers of cross-asset analytics platforms to incorporate support for private stocks alongside their publicly-traded counterparts. Though public and private equities behave differently, it seems inevitable that investor portfolios will ultimately comprise both public and private stocks, which investors will want to manage together, especially as the number of venues for trading these increases—I mention Securitize and InvestX in my feature, though there are also other newcomers like Austin, Texas-based CVEX, founded by experienced financial markets and technology professionals, and Texture Capital, a broker-dealer and ATS founded by former Liquidnet execs for private companies to raise capital that will ultimately provide secondary trading in the securities on its platform.

There are also potentially significant longer-term implications for exchanges: since most of the smaller listed companies remain thinly traded with a low market capitalization, if a company can access liquidity and raise funding while remaining private, why would it go public at all? To be sure, many companies will still pursue a traditional IPO, but others may decide not to, shrinking the number of listed companies on public exchanges.

In the short term, this could impact exchange listing revenues. But longer term, if exchanges list fewer companies, while others trade elsewhere, then their marketplaces are less representative of overall equities trading. And if that happens, then participation on those exchanges may be less valuable to investors. And exchanges’ market data becomes also less representative of the overall market, meaning that exchanges may find it harder to justify prices for data and access services. Let’s not forget that as listing and transaction revenues have declined in recent years, market data and other connectivity-related services have been the cash cows keeping exchanges’ profits high.

This could perhaps force exchanges to create new, value-add services for investors, or to make their IPO processes more attractive to private companies, or risk a bifurcation of trading venues where one class of equities lists on exchanges, while others remain private but trade in a similar manner.

But most likely, exchanges will simply start buying up private marketplaces. The good news of that would be that exchanges could migrate that trading to already familiar exchange systems, potentially increasing participation, and could also co-mingle public and private data to create more valuable datasets.

There is already precedent for this. Nasdaq, for example, operates two markets for growth stocks: Nasdaq Private Market—incorporating SecondMarket, which Nasdaq acquired in 2015—for unlisted companies, and Nasdaq First North, a regulated “micro exchange” where companies essentially go through a “mini-IPO” that affords them the same benefits as listed companies, and can act as a stepping stone to a full exchange listing.

Adam Kostyal, head of listings for the Nordic countries at Nasdaq, says this approach gives companies credibility and access that they would not otherwise be able to achieve. And, similar to crowdfunding, while this model attracts large retail participation, Kostyal says its regulated status offers protections for companies and investors, whereas crowdfunding can be like “buying a lottery ticket.”

Exchanges could also use those acquisitions as “junior” markets with different operating models or as “feeder” marketplaces for full IPOs on their main markets. In fact, Kostyal says around 10 companies each year migrate from First North to Nasdaq’s main Stockholm exchange.

I certainly wouldn’t be surprised to see other exchange operators snapping up players like OTC Markets Group and some of the startup private marketplaces (if they were open to it, that is). Cboe and Miami International Holdings, operator of the MIAX options exchange have both been on acquisition sprees. Cboe recently snapped up the Chi-X Europe and Asia assets, and has been assembling a suite of niche-but-impressive data and analytics tools to complement its existing volatility products, while MIAX recently acquired both the Bermuda Stock Exchange and the Minneapolis Grain Exchange, which includes a potentially-useful clearing component, and has been vocal about diversifying and creating new products. And, since it already has skin in the game, and an alternative data vehicle, Quandl, why not Nasdaq also?

Things could be about to get very interesting for stock markets, public or private.

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