Nasdaq, SVB Financial Group (“SVB”), Citi, Goldman Sachs, and
Morgan Stanley today announced a joint venture to establish an
institutional-grade, centralized secondary trading venue for
issuers, brokers, shareholders and prospective investors of private
company stock.
Nasdaq Private Market will be contributed to a
standalone, independent company, which will receive strategic
investments from SVB, Citi, Goldman Sachs, and Morgan Stanley.
Nasdaq Private Market’s existing technology,
client relationships, and regulatory infrastructure will provide a
strong foundation for the joint venture to develop a full suite of
liquidity solutions for private companies. Private companies,
brokers and investors will be able to access, connect, manage and
execute their private company stock transactions through a global
marketplace and customized technology solutions. These tailored
solutions allow private companies, brokers, and investors to have
increased transparency into their program and trade criteria. The
platform will continue to manage and support private company stock
transactions including tender offers, buyside book-building,
auctions, investor block trades, company directed windows of
liquidity and pre-direct listing continuous trading. In addition,
the platform will provide end-to-end settlement process management
and an inter-broker global marketplace through its existing
alternative trading system for all customers from employees to
institutions to access and transact.
These new capabilities will help fulfill unmet
market demand and provide a more transparent and efficient offering
for private companies, their employees and investors looking for
access to private assets. The platform will build a unique
distribution network, leveraging the joint venture partners’ strong
relationships with private companies and investors. In addition,
institutional investor participation will be enhanced through the
platform’s broker-sponsored and broker-neutral design, which is
open to qualified broker-dealers.
“Since we launched Nasdaq Private Market in
2014, we have created a trusted platform for private companies
resulting in a strong track record and robust pipeline of secondary
transactions,” said Nelson Griggs, President, Nasdaq Stock
Exchange. “This joint venture will accelerate our
opportunities in the private company secondary trading market and
establish the standard for technology-driven operational
efficiencies, compliance and execution.”
“The private markets are anything but standard
and have become more diverse than ever,” added Eric
Folkemer, President, Nasdaq Private Market. “Using the
scale and distribution of our joint venture partners alongside our
market leading technology and markets experience, Nasdaq Private
Market will become the go-to marketplace that connects and manages
the need of the entire private ecosystem through one platform.”
“Innovation companies are staying private longer
and need the ability to offer their employees a safe and easy way
to generate liquidity while they are building their businesses,”
said Greg Becker, CEO of SVB Financial Group, parent
company of Silicon Valley Bank. “Together with Nasdaq and
this impressive consortium of leading banks, we are establishing a
secondary trading venue for private company stock that will offer
our clients a path to employee retention in an environment where
access to talent is one of the biggest challenges.”
“Today’s announcement highlights our optimism
about the evolution of the private markets,” said
representatives at Citi, Goldman Sachs and Morgan
Stanley. “We have a long history of jointly supporting
market structure innovation and fostering liquidity in the
secondary markets.”
Joint Venture Highlights
The joint venture will serve a large and growing
market for private company secondary liquidity and will build upon
Nasdaq Private Market’s existing franchise and technology so
clients can use one platform to transact with confidence:
- Platform with customizable
transaction rules and structures to manage and support private
company share transactions including tender offers, auction
programs, block trades, and continuous trading.
- End-to-end settlement process
management, including electronic agreements, issuer consent,
approval and transfer, trade confirmations and flow of
payments.
- A single venue for complete
management of changes to equity and equity-linked compensation
programs including option extension, repricing and execution; RSU
liquidity; dividends and payment disbursements.
- Issuer and shareholder direct
engagement via an inter-broker network of institutional investors
offering technology functionality such as bulletin board and
secondary order book-building.
- A continuous trading offering to
drive price discovery and centralize secondary market activity for
eligible shareholders and employees in advance of an issuer’s
direct listing or IPO.
Nasdaq Private Market’s core operating team will
remain in place with its bicoastal presence in New York and San
Francisco. The team has a unique knowledge base, extensive
regulatory management expertise, and has grown Nasdaq Private
Market into the leading provider for private company tender offer
liquidity over the last five years. Team members have cultivated
close relationships with more than 250 leading private companies
worldwide, facilitated 477 private company transactions serving
59,000 shareholders, and have executed more than $30 billion in
transaction volume for many of the world’s largest private
companies. The team is expected to invest to add additional
expertise in key growth areas.
Advisors
Skadden, Arps, Slate, Meagher & Flom LLP
served as legal advisor to Nasdaq. Morgan Lewis & Bockius LLP
served as legal advisor to SVB, Citi, Goldman Sachs, and Morgan
Stanley.
About Nasdaq
Nasdaq (Nasdaq: NDAQ) is a global technology
company serving the capital markets and other industries. Our
diverse offering of data, analytics, software, and services enables
clients to optimize and execute their business vision with
confidence. To learn more about the company, technology solutions
and career opportunities, visit us on LinkedIn, on Twitter @Nasdaq,
or at www.nasdaq.com.
About The Nasdaq Private Market,
LLC
The Nasdaq Private Market, LLC (NPM) is an established liquidity
provider to private companies. Whether a company seeks to optimize
an eventual IPO or remain private permanently, NPM provides
comprehensive technology and capital market support to meet its
needs. None of the information provided herein is an offer or
solicitation to buy or sell any securities, or to provide any
legal, tax, investment or financial advice. NPM is not: (a) a
registered exchange under the Securities Exchange Act of 1934; (b)
a registered investment adviser under the Investment Advisers Act
of 1940; or (c) a financial or tax planner, and does not offer
legal advice to any user of the Nasdaq Private Market website or
its services. Securities-related services are offered through NPM
Securities, LLC, a registered broker-dealer and alternative trading
system, and member FINRA/SIPC. Transactions in securities conducted
through NPM Securities, LLC are not listed or traded on The Nasdaq
Stock Market LLC, nor are the securities subject to the same
listing or qualification standards applicable to securities listed
or traded on The Nasdaq Stock Market LLC.
www.nasdaq.com/nasdaq-private-market.
About SVB Financial Group
For nearly 40 years, SVB Financial Group (NASDAQ:
SIVB) and its subsidiaries have helped innovative companies and
their investors move bold ideas forward, fast. SVB Financial
Group's businesses, including Silicon Valley Bank, offer
commercial, investment and private banking, asset management,
private wealth management, brokerage and investment services and
funds management services to companies in the technology, life
science and healthcare, private equity and venture capital, and
premium wine industries. Headquartered in Santa Clara,
California, SVB Financial Group operates in centers of
innovation around the world. Learn more at svb.com. [SIVB-F]
[SIVB-C]
About Citi
Citi, the leading global bank, has approximately 200 million
customer accounts and does business in more than 160 countries and
jurisdictions. Citi provides consumers, corporations, governments
and institutions with a broad range of financial products and
services, including consumer banking and credit, corporate and
investment banking, securities brokerage, transaction services, and
wealth management.
Additional information may be found at
http://www.citigroup.com | Twitter: @Citi | YouTube:
http://www.youtube.com/citi | Blog:
http://blog.citigroup.com/| Facebook:
http://www.facebook.com/citi | LinkedIn:
www.linkedin.com/company/citi.
About Goldman Sachs
The Goldman Sachs Group, Inc. is a leading global financial
institution that delivers a broad range of financial services
across investment banking, securities, investment management and
consumer banking to a large and diversified client base that
includes corporations, financial institutions, governments and
individuals. Founded in 1869, the firm is headquartered in New York
and maintains offices in all major financial centers around the
world.
About Morgan Stanley
Morgan Stanley (NYSE: MS) is a leading global financial services
firm providing investment banking, securities, wealth management
and investment management services. With offices in more than 41
countries, the Firm's employees serve clients worldwide including
corporations, governments, institutions and individuals. For more
information about Morgan Stanley, please visit
www.morganstanley.com.
Forward-Looking Statements
This press release contains forward-looking statements, within
the meaning of the Private Securities Litigation Reform Act of
1995, including statements with respect to the formation of a joint
venture by Nasdaq, SVB, Citi, Goldman Sachs, and Morgan Stanley and
the benefits of the joint venture, and statements about Nasdaq,
Silicon Valley Bank, Citi, Goldman Sachs, Morgan Stanley and their
respective products and offerings. We caution that these statements
are not guarantees of future performance. Actual results may differ
materially from those expressed or implied in the forward-looking
statements. Forward-looking statements involve a number of risks,
uncertainties or other factors beyond the control of the joint
venture participants. These factors include, but are not limited to
factors detailed in each joint venture participant’s annual report
on Form 10-K and periodic reports filed with the U.S. Securities
and Exchange Commission. The joint venture participants undertake
no obligation to release any revisions to any forward-looking
statements.
Media Contacts
Nasdaq / Nasdaq Private MarketWill
Briganti646-964-8169william.briganti@nasdaq.com
SVBJulia Thompson415-764-4707Jthompson3@svb.com
CitigroupScott Helfman212-816-9241scott.helfman@citi.com
Goldman SachsMaeve DuVally212-902-2605Maeve.Duvally@gs.com
Morgan Stanley Akhilesh
Raina212-761-9783Akhilesh.Raina@morganstanley.com
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