Tech Deciphered podcast

49 – The Exit(s) Episode

29/11/2023
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What is an exit? You need to sell your company or sell some of your shares? How is the market for that, right now? All things M&A, IPO, Secondaries, etc.  Navigation: Intro (01:34) What is an exit? (02:17) Stats on M&A and IPOs (17:50) What’s ahead? (42:02) Conclusion (59:48) Our co-hosts: Bertrand Schmitt, Entrepreneur in Residence at Red River West, co-founder of App Annie / Data.ai, business angel, advisor to startups and VC funds, @bschmitt Nuno Goncalves Pedro, Investor, Managing Partner, Founder at Chamaeleon, @ngpedro Our show:   Tech DECIPHERED brings you the Entrepreneur and Investor views on Big Tech, VC and Start-up news, opinion pieces and research. We decipher their meaning, and add inside knowledge and context. Being nerds, we also discuss the latest gadgets and pop culture news Subscribe To Our Podcast Bertrand SchmittWelcome to Tech DECIPHERED Episode 49. This will be our Exit episode. What do we mean by exit? Exit, it's really when you need to provide liquidity to your shareholders. It's when you sell your company as a whole. You sell some shares in a public market, meaning that ultimately that will provide not as fast liquidity as getting acquired, but will provide liquidity for those that want to leave the business as shareholders in a gradual way. In this episode, we are going to talk about all things M&A, IPO, secondaries. But let's start with more details about what is an exit. Nuno Goncalves PedroMore generically, an exit is on the eye of the beholder. An exit for a company, as you mentioned rightfully so, is the sale of normally most of its stock. It could be not all of the stock; sometimes it is all of the stock. It could be a sale of most of its stock or the taking that stock public in some way. Nuno Goncalves PedroWe'll come back to this notion of what selling stock means, but in general, selling stock, even when you go IPO, there is a selling of stock. There is a transformation of stock in some way. But it could be for an investor. What is an exit for an investor? Or what is an exit for a founder of a company? In that case, I would say an exit is, again, when you sell the majority of your stock that you have for that specific entity. Nuno Goncalves PedroFor a founder, it would be, "I'm selling most of my stock in that company." For an investor, "I'm selling most of my stock in that company." We could then basically say, is it a full exit or not? But it's an active element of liquidation at scale. For me, takes into account majority. It takes into account that the majority of what you put or that you have, you've sold. A liquidation means you've liquidated part of your position. It could be actually a very small amount of stock. That is the definition of exit and the definition of liquidation. Nuno Goncalves PedroThere's different types of exits and elements of liquidation. There's mergers and acquisitions whereby two companies—normally it's two companies—come together as a merger. We always talk about this notion of mergers of equals. There is rarely mergers of equals. There is always one party that is slightly bigger than the other. Even in the case of a merger, there is one party that in some ways is acquiring the other. Then there's straight-up acquisitions, the ability for a company to acquire another company and take over that company. That's M&A. Nuno Goncalves PedroIn M&A, normally the majority of stock is taken by the acquirer or by the entity that is merging that is slightly larger than the other one. There's what we call a change of control. The entity that got sold is now taken by the new entity or by the entity that bought it. That's a change of control. A lot of people know the sexier type of exits, which is IPOs. Nuno Goncalves PedroAn IPO stands for initial public offering. It's an offering of stock to the retail market, to the public market. Why it's the public market? Because people like you and me and people that necessarily are not accredited investors can actually invest in public markets. It's what we call retail markets. Anyone can invest in it in effect. There is no limitation for me to invest in that market. Whereas in private markets, we have the notion of accredited investors. We won't go a lot into that, but we can explain that at some later episode. Nuno Goncalves PedroIn public markets, it's retail, so the public can buy. What that means is there's a portion of the company that is so-called floated onto the public market so that the retail investors—anyone really—can buy stock in those companies. It ends up happening when there is an IPO that there are large players that take large amounts of stock in the companies, institutional investors, for example, other types of players in the market, hedge funds, and other such entities. But it's again, a market that is open to the public. Anyone in the public can buy stock in that market and in what is floated. Nuno Goncalves PedroMaybe one or nuance, and we can go back and forth on different types of approaches to the exit, is secondary transactions. This is particularly true in private market. Secondary transactions as opposed to primary transactions. A primary transaction is when, for example, a venture capital firm is leading a new round in the company. What ends up happening is there's issuance of new stock in that company. There's issuance of stock that gets purchased at a certain price by these new investors that come onto the company. That's a primary transaction. I'm getting stock in the company, but that the stock is effectively being issued. Nuno Goncalves PedroA secondary transaction is that there's stock that's already been in the hands of someone. It could be an investor, it could be a founder, it could be someone inside the company, and that person or that entity decides to sell that stock to a third party. That person or that entity owns stock and decides to sell that stock to a third party. Nuno Goncalves PedroWe normally mention secondaries only, again, in private markets. It's basically, let's say, I have 5% in this startup, I'm a founder, an early founder, maybe not the founder-CEO, but one of the early founders and I want to sell 1% of my stock or 1% out of the 5%, so basically 20% of my stock holdings to a third party, and I'm allowed to do that. There's a party that comes in and acquires that stock for me. They take that percentage from me and they take the rights that I have in that stock with that. That's called a secondary transaction. Nuno Goncalves PedroWhy is secondary transaction is becoming more interesting? Because of what I just said. Because entities or individuals at a certain point in time want to generate liquidity, but they don't want to necessarily generate liquidity on all of their stock. Or if you are a venture capital investor, by definition, normally you're a minority investor in the company, you want to sell a part or all of your stock but the company is not necessarily entering into a M&A transaction or IPO-ing or getting into public market. It's another vehicle for you to actually effectively sell your stock, liquidate it, get money in return without necessarily the company having to go through a change of control type scenario, be it an IPO or be it an M&A transaction. Nuno Goncalves PedroThat's why secondaries are so popular. They're popular for investors. They're very popular, obviously, for founders who get some liquidity for them to buy their homes or buy a car or get married or do whatever they need and they need cash. Because in many cases, founders are very badly paid. They don't want to sell all their stock holdings in the company. They want to ride that wave, but they do want to have a little bit extra liquidity to live a daily life. Secondaries have become quite popular. Bertrand SchmittMaybe to add to this, one reason secondaries became popular is because it has been taking longer and longer to go public. We have seen that the average age of a business to become a public company is around 10-12 years to IPO from funding the business. It means it can take a while that you get some liquidity for your shares. Again, once you're IPOed, it's easy to just sell a portion. You might not want to sell everything as a founder, but if it takes a long time before you get to this liquidity option, then secondaries can be a great stop bit not just for founders. It can be a great stop bit for execs, for team members, for employees. Bertrand SchmittThe bigger the business, the more everybody could end up being involved in a secondary. Each time a private company is a huge success, you will see actually pretty significant secondary offering programs because the need is there to sell and there is also market to buy if you are already successful company. Bertrand SchmittMaybe another point to touch quickly as well is concerning IPO. It's considered the graph for a lot of companies, founders to go through that because it's a way to provide liquidity to your investors. Typically in a startup, VC business, you have to provide that liquidity. You get money in exchange of, at some point, the ability to get your money back and hopefully more than what you put. Bertrand SchmittBut with an IPO, it's a way to provide liquidity to your investors. But it doesn't mean that you end up being forced to yourself, liquidate your investment and sell to somebody else. With IPO, you can keep going your own way, your own path. Usually, that's also typically the most rewarding path if you are a great company. Most of the great technologies companies end up being public companies and went through an IPO process. Bertrand SchmittMaybe one more step is that at the same time, the IPO process has become more and more complex, more and more expensive, probably more difficult to go through, especially during this period, 2022, 2023. It's a pretty highly random process. Sometimes the IPO window itself is closed and might be closed for two,...

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