Posted: 3:43 p.m. Thursday, July 11, 2013
By Eric Markowitz
After waiting a year for the SEC to lift the ban on start-ups' fundraising announcements, the moment has finally come. Cue SecondMarket's reinvention.
Yesterday, I wrote about the Securities and Exchange Commission's vote to lift the ban on general solicitation, an 80-year-old rule that prevented entrepreneurs from speaking publicly about raising funds for their businesses.
Per the ruling, entrepreneurs will now be allowed to advertise their fundraising to a wider population of investors, but they'll still need to file the correct paperwork and make sure their investors are accredited. That last part isn't so simple, so the SEC will allow start-ups to contract with third-party verification services that can vet the new investors for them. With its ruling, the SEC just gave the go-ahead for a nascent cottage industry built around investor verification.
That's an industry SecondMarket CEO Barry Silbert is planning to dominate.
Thus far, Silbert's company has generally been known as a place where shareholders in private companies can unload company stock when they're looking for some cash. But on Wednesday, SecondMarket launched its "General Solicitation Solution," a product that will vet investors so entrepreneurs don't have to.
Silbert told me this morning from his New York office that nearly every one of his 65 employees is working on this new product. And I believe him. About a year ago, the company had 150 employees. Then, the Facebook IPO happened, and Silbert was forced to lay off a big chunk of his staff. About two months ago, SecondMarket shed several more workers in a company restructuring. In other words, Silbert is rethinking the future of SecondMarket, and this product has everything to do with his long-term strategy for the company.
Here's an edited transcript of our conversation.
First off, why should entrepreneurs care about yesterday's ruling?
I think that the lifting of the ban on general solicitation is a transformative event for capital-raising. This rule is 80 years old. Up until now, a company or a fund that wanted to raise money could only do so by connecting with investors through pre-existing relationships. So technically speaking, it's virtually impossible for entrepreneurs to widen the net of potential investors without bringing in an intermediary, like an investment bank.
What that's done is preserved an old-boy network as it relates to investing in private companies. It makes it expensive, and it makes it fairly inefficient. And that is all changing.
How, exactly, will it change?
Right now, if you make an investment in a private company, all you have to do is check a box and attest that you're accredited. But what the SEC is saying is that 'We are comfortable with issuers soliciting, but we want to make sure that only sophisiticated investors are investing.' What does that mean? It means that the issuer or a third party like SecondMarket can take on that responsibility.
But they have to collect documents that verify that an investor is, in fact, accredited. It means companies will have to ask investors for bank statements or brokerage statements. It's that piece that we've built our general solicitation product around because we believe it's the piece of regulation that creates the most friction for founders.
Companies don't have to generally solicit, though. You think they will?
My prediction is that over time--say five years--the vast majority of issuers will "generally solicit." I'm putting generally solicit in quotes, because there's this perception this week that general solicitation means advertising. That's one example of it. The trend is going to be more openness about raising money in general. So as soon as you say you're raising money, you're generally soliciting. But there are a lot of different ways to generally solicit.
For example, you could have a section on your website for investor relations where you could capture investor interest. Or you could tell your customers you're rasing money. Or you could use social media to tell people you're raising money.
The nice thing about what we're doing is that we will be capturing all of that data. SecondMarket will be a hub of all the general solicitation activity. We will be the place that collects your leads, and verifies that the investors are in fact accredited. We'll learn, over time, what are the most effective ways to amplify or promote the fact that you are raising money. And ultimately, we can help issuers make the decision if it's worth the $50,000 in an ad in Inc., for example, or if it's more effective to spend $5,000 using Google AdWords. No offense.
When did you start thinking about creating this product?
In late 2010, we decided we'd embark on a legislative journey to help influence our friends down in DC to pass some new law to change this rule. The JOBS Act came together and was finally approved by the President in April 2012. By April 2012, we were a year and a half into thinking about a world post-general solicitation. It was around that time that we started doing a survey of all of the law firms that are active in this space to understand what they thought would be the necessary requirements in order to verify investor accreditation. In the summer of 2012 we built the product and we waited. As you know, the ban was supposed to be lifted in July 2012. So we've been sitting on this product for about a year now.
How exactly does it work?
It's an end-to-end solution for an issuer. They promote the fact that they're raising money, and we provide that company with a profile on SecondMarket that they can direct general investors to, which has all the basic information about that company. It doesn't have to be confidential info. If investors are interested, we put them through the verification process. And then all of the investing is done over SecondMarket. So essentially we'll become the back-office-investor-capturer-and-relations department for the company.
What's the pricing model?
There's a set-up fee, and a per-investor fee. This is not like a percentage of the money raised kind of thing. We're the backend. It's intended to be a low enough cost that most companies and funds who are serious about raising money can afford to pay for it. It's not a product intended for the billion dollar hedge fund. It's a product intended for the large number of companies and funds regardless of their size.
How does this change your strategy or vision of SecondMarket's future?
This is SecondMarket's first time getting involved in the primary side of fundraising things. We've been known for being the place where companies go to facilitate shareholder liquidity for shareholders. And we've become a place where companies can go to communicate with their shareholders.
This is the capital piece. And from that perspective, it's a very very important innitative for the company. It affects product and sales and marketing and operations and engineering and accounting. Everyone is involved.