Secondary as a New Primary Investor Capital Deployment

Recently I was talking to an investor that lamented how hard it was to invest in startups the traditional way. Today, there’s so much money for the “hot” startups that rounds fill up quickly and investors are aggressive (read: more sharp elbows). Historically, that was the end of the story, but now there’s more capital that wants in. Over the last five years, there’s been tremendous growth in capital applied to liquidity for founders, early employees, and early angel investors.

Secondary capital, where one shareholder sells equity to a new or existing investor, doesn’t directly benefit the company and used to be rare in startupland. Primary capital is when the company sells shares to put more cash into the business, usually to grow faster. Even today, primary capital is significantly more common than secondary capital for startups, but things are changing.

When thinking about many of the growth stage startups in our region, secondary sales of equity occurred in a material number of their recent financing rounds. Investors, with larger funds and stronger deal competition, often negotiate to buy X dollars more of the common shares of the startup at a discount (e.g. buy up to $10M of common shares at a 20% discount to the preferred price). Look for more investors to employ this model of buying a large chunk of preferred shares from the startup and a smaller chunk of common shares for the early shareholders.

Secondary sales, while rare in the past, are fairly prevalent today. Founders and early employees would do well to take secondary sales into account, especially when their startup hits escape velocity and reaches the growth stage.

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