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April 29, 2025 16 mins

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The private secondary market has transformed from informal, ad-hoc deals to a sophisticated $3 trillion asset class. In this episode, Jack Cassel, Senior Vice President and Head of Listings at Nasdaq, joins host Tanya Suba-Tang to unpack how private companies, employees, and investors are navigating liquidity needs long before IPOs. 

Discover how companies manage cap tables, why secondary transactions differ from traditional venture funding, and how market sentiment has shaped growth from the post-2008 era through today's innovation boom. 

Whether you're an employee holding private stock, an investor seeking new opportunities, or a finance professional tracking market evolution, this episode delivers the insights you need to understand one of the fastest-evolving frontiers in finance.



If you'd like to learn more about the show, have a topic or speaker to suggest, or would like to leave us a comment, email podcast@cfa-sf.org.


This podcast is produced by CFA Society San Francisco, a not-for-profit professional association, providing professional learning and career resources to over 13,000 investment industry professionals worldwide. To learn more about CFA Society San Francisco, visit our website or connect with us on LinkedIn.

The information contained in this podcast does not constitute financial or investment advice. Please consult your own financial advisor for information concerning your specific situation.

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Episode Transcript

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Lindsey Helman (00:05):
Hello and welcome to Financial
Perspectives, a CFA Society SanFrancisco podcast where we
interview and discuss trendswith leaders from across the
investment and finance industry.
This month, our host, tanyaSuba-Tang membership Director
with CFA Society San Francisco,had the pleasure of speaking
with Jack Cassel, senior VicePresident and Head of Listings

(00:26):
at NASDAQ.
Listen in as they explore theevolution, current trends and
future outlook of the privatesecondary market.

Tanya Suba-Tang (00:40):
Jack, great to have you on our podcast today.
Welcome.

Jack Cassel (00:43):
Thank you.
Thank you for having me.

Tanya Suba-Tang (00:45):
I am looking forward to our conversation, a
conversation I actually have nothad.
This five Wow can't believe I'mgoing to say this Our fifth
year of our podcast.
It's secondary market.
So I want to kind of jump inhere because, as I said,
mentioned before privately, youand me, that we have a global
listenership, which is awesome.
So, to set the foundation ofour conversation, can you share

(01:08):
with our listeners the purposeof the secondary market and what
types of assets or securitiesare commonly traded in it?

Jack Cassel (01:16):
Yeah, so you know, specifically speaking to the
private secondary market, thisreally refers to the buying and
selling of pre-existing sharesof a private company or existing
LP positions, say in a venturecapital portfolio.
So secondaries are differentthan your typical venture
capital investments, otherwiseknown as primaries, where a

(01:36):
company will issue new stock,typically preferred to investors
, in exchange for that capitaland that capital goes on the
company's balance sheet toreally support their R&D, their
operations, their hiring andfuel that growth.
Where, conversely, in asecondary investment or a
secondary trade, no new sharesare created.
So rather the existing sharesare purchased and that capital

(02:00):
is used to purchase those sharesand that goes directly to the
seller of those shares Again,most of the time that's
long-term time employees orearly investors but not to the
company.
So in other words, a secondarytransaction is not necessarily a
financing event for a companybut rather a liquidity event for
those select shareholders.

(02:21):
And when you think of thepurpose really for these
secondary liquidity offeringsfor private companies, it again
serves a slightly differentpurpose in that it's primarily
about liquidity and it's reallydriven by, I'd say, three core
needs.
So first is just that, employeeliquidity.
So employees in privatecompanies often receive stock

(02:43):
options as part of their compand having a secondary market
allows them to sell some ofthose shares before a company
eventually goes public or exitsvia M&A or just any broad exit,
so that provides them withliquidity.
Then two is just again earlyinvestor exits.
So early stage investors mayinvest in those angel rounds,

(03:05):
seed rounds A, b, where theinvestors want to realize some
gains before a formal exit or anIPO or acquisition.
And then the third core need,I'd say, is just sometimes the
companies themselves willfacilitate these secondary
transactions to bring in newstrategic investors or to

(03:26):
restructure their cap table.
So it gives them someflexibility to really own who
owns the company and the shares,and so if we look back
historically, really kind of theorigin story of secondary,
especially in the privatemarkets.
It really emerged out of thefinancial crisis, so kind of
post 2008, where companies weredelaying IPOs and this really

(03:49):
created a need for liquidityamong just that kind of
employees and early investors.
And then we started to reallysee this take off in the
marketplace, really aroundFacebook, say, in 2009.
And you know, after thefinancial crisis, tech IPOs
became pretty rare and soFacebook was one of those first

(04:10):
big names that came to marketand while they're getting big
valuations in the private market, there was no easy way for
their employees to sell theircommon shares.
And again, because it was sucha ubiquitous name, even early on
investors generally felt prettycomfortable buying it in the
secondary market.
And then that led to the riseof firms like Second Market or

(04:34):
SharesPost that allowed buyersand sellers to transact in kind
of those name brand companiesand just help to really pick up
and create a platform foractivity in the private markets.
And so, you know, followingthat success and then eventually
Facebook's IPO, we started tosee more larger private names

(04:55):
coming to market.
You think of a Yelp, a LinkedIn,an Alibaba in those early 2010s
and this created someconfidence in buying in the
secondary market.
And then, as they got to theIPO and eventually an exit,
those investors made money andso as they looked at kind of the
asset classes and where theycould deploy capital, we started

(05:16):
to see that little sliver forthe secondary market start to
increase more and more and so bythe late or mid-2010s we
started to see more structuredauctions for stock sales, tender
offers, buybacks, and thisreally led to more of a
marketplace for thesetransactions.

(05:37):
And then to your questionaround the assets in particular,
this is primarily equity andusually for a secondary
transaction this will be commonshares of the company's equity
and even though you may havesome sellers that will sell
preferred, typically thoseconvert to common shares at the
transaction.

(05:57):
So for the investors that areon the buy side in these
transactions, I'd say 95 pluspercent of them are getting now
common shares in these companies.

Tanya Suba-Tang (06:07):
So what changes are you seeing in the secondary
market now, and what factors doyou think are influencing these
shifts?

Jack Cassel (06:14):
Yeah, well, we say it used to be the wild west, but
now, with just so manydisparate investors and people
trying to even call or hang outin parking lots saying, hey, do
you want to sell your shares?
I'll buy them for $12 or $15.
But with that, companies do notwant employees selling to
unknown investors and we saw alot of that happening in those

(06:37):
early days.
And so a lot of companies nowhave insider trading policies,
transfer fees, prohibitions oreven more aggressive rofers or
rights of refusal to block thoseunwanted sales.
And so I think that's one shiftwhere companies have really
started to take control and putin various roadblocks or

(06:57):
milestones they feel that areappropriate in order to prevent
investors from just buying orflipping their stock in the
private market and then ensuringthat shareholders aren't
selling again to people thecompany doesn't know or trust or
really want on their cap table,cap table.

(07:17):
So through that again, thecompanies have really started to
take more control around a kindof a structured process,
whether that be a tender offer,a buyback process or even kind
of an auction, to help find thatpricing discovery.
So that's where we're seeingthe companies and one of the
shifts we've seen.
So we're seeing an increase involume, certainly through this,
as it's become more normalizedand not necessarily regulated.

(07:38):
But there's many of thecompanies are coming together
now saying, hey, we'd like torun a secondary for our
employees or our investors.
You had run one six months agoor a year ago.
Can you walk us through this?
And as these executives movearound to other private
companies, they have thatfamiliarity and experience.
So you're seeing a lot moreuniformity around how companies

(08:02):
are structuring these and theamount that they're, what the
price is, what the floor priceis, the amount that they're
allowing their employees to sell.
So maybe it's only up to 20% ofyour vested options, but that
again just gives them morecontrol around that.
And then I think the othershift we're seeing, which is
always interesting in thesemarkets these days, but just

(08:23):
generally the broader market andthe demand side.
So that's maybe more of thesupply side.
But as we think of the demandside, the secondary market or
the private markets really havea high beta to the public
markets, especially during arisk-on scenario or a risk-off
scenario, right.
And so in 2021, we sawincredible valuations.

(08:44):
There were 1,033 IPOs that year.
Now about 600 of those wereSPACs, but still we had over 400
operating companies go publicand, as everybody likely
remembers or saw, some of thevaluations got pretty out of
hand for your traditionalfundamental metrics, right.
And then in 22, we saw themarket really close, starting

(09:06):
with the public markets with,you know, we had the increase in
inflation, the Fed activity,then you had the conflict in
Ukraine and so we saw that othershoe really drop in early 22 as
investors started to reorientthemselves from growth at all
costs to growth, with a blend ofoperational and cash
efficiencies and a path toprofitability.

(09:28):
So then, as you think you know,from a demand side, as they
reoriented to what they want toown and buy, and then
specifically at what price, thatslowed down the volume in
activity in the private marketsbecause these companies had
raised at call it you know, 40times forward revenue and they

(09:48):
said well, you know, we're notbuyers at 40 times based on
today's fundamentals or ourparticular model in math, we're
buyers at 10 times where yourpublic comps are trading.
So, as much as we saw in thepublic markets, a trough, with a
lot of these IPO companieshaving to just delay because the

(10:08):
markets weren't there, it wasvery similar to the private
markets.
Then fast forward to last yearon both the IPO side and then
again quickly correlated to theprivate side.
We saw a balance in valuationsagain and through 24, it was
actually the highest volume wehad seen in years in the private
secondary markets due to reallythat pent up demand.

(10:29):
And so we've seen that gap andthat spread really close to
where the bid-ask is for privatecompanies and therefore we're
seeing a lot more investors comein.
And again back to the earlierpoint, this has now become an
asset class for a lot ofinvestors as they think of the
broader alternative space.
This gives them an opportunityto have call it, some call

(10:52):
options in the private companiesthat are illiquid, but they're
able to get in at a reasonableprice point with a foreseeable
exit, and I think that's goingto continue for us into the
future.

Tanya Suba-Tang (11:03):
And speaking about the future, I'd love to
get your thoughts and outlook,for what do you think we can
expect over the next few years?
I mean we've had leaps andbounds just for the past several
years.
What do you think we can expectlooking forward?

Jack Cassel (11:18):
Yeah, well, as we're saying right now, with
these markets everybody'scrystal ball isn't necessarily
broken, it's shattered.
So take it all with a grain ofsalt, but I think you know high
level.
Look, we've seen the trend ofcompanies staying private longer
, right, and we're doingeverything we can at NASDAQ to

(11:38):
work with companies as well asregulators to make streamline
that path to the public marketsand make that more efficient and
company friendly.
But you know there's a lot ofinputs and a lot of puts and
takes to really get there.
So we're going to continue toadvocate on the behalf of our
companies.
That said, again, companies aregoing to do what's best for
them and along that trend line,we're seeing companies continue

(12:01):
to extend that runway in theprivate markets and they'll go
public when that makes mostsense for them.
But in that time, right now, asthis has picked up from an
activity perspective and hasreally become an option and an
opportunity for companies, Ithink we're going to continue to
see the secondary marketcontinue to increase.

(12:23):
It'll be correlated to thepublic markets again, but with
the familiarity with thecompanies being on board with
this.
And then I think one sub pointto that is the company's need to
really start to offer theseliquidity programs for employees
and it's really to the highestlevel attract and retain talent.
So if you're a venture backedgrowth company that may stay

(12:46):
private for a little whilelonger and you have this group
of executives, sales leaders,engineers well they're getting
likely offers from publiccompanies that might have a
shorter vesting schedule or adouble trigger vesting schedule
and, plus, it's liquid.
So you can quickly look on yourapp and see that it's trading

(13:07):
at $100 per share where for theprivate companies, you don't
know when the company will gopublic.
It's completely out of yourcontrol.
And so, for those companieshaving this as almost an HR
benefit, it's really becomeimperative for them to stay
competitive against some of thelarger incumbents or larger
public companies to offer somepartial liquidity to their

(13:29):
employee base.
And I think, as we lookholistically, the number
continues to fluctuate.
But call it, you know, there's1,400, 1,500 unicorns globally
right now.
There's probably over 1,000here in the US, but if you
equate that valuation, that'sabout $3 trillion as an asset
class right for the secondarymarket, and so I do think that

(13:53):
this will continue to expandglobally.
And so I do think that thiswill continue to expand globally
.
I think we'll continue to seedemand from both employees and
early shareholders asking thisof their companies.
I think, as we mentioned, giventhe returns for the investors,
we're seeing more and morecompanies or firms start to
create specific vehicles thatwill participate and even have,

(14:13):
you know, aum or a fundattributed to just the secondary
market, and we're starting tosee ETFs now exchange traded
products play in this privatemarket space more through kind
of their SBVs or their specialpurpose vehicles.
So there's a lot of innovationgoing on here to get into this
asset class and therefore Ithink over the next decade we're

(14:35):
going to continue to seeinnovation expansion and
hopefully this continues totrend well for the public
markets.
But I think in the interim thisis here to stay and we're very
bullish on it.

Tanya Suba-Tang (14:47):
Well, thank you so much, Jack, for sharing all
that wealth and insight.
I mean, wow, I think that'ssomething to definitely look
forward to over the next decade,and hopefully we can have you
back and you can give us anupdate on how everything's going
.

Jack Cassel (14:59):
I'd love that Absolutely.

Lindsey Helman (15:05):
Thank you to this month's guest, Jack Cassel,
for sharing his insights intosecondary markets.
Join us next time for anotherFinancial Perspectives episode,
airing on the last Tuesday ofthe month.
We love hearing from ourlisteners and want to hear what
you thought of this episode andany topics you'd like for us to
cover.
Send us a message using thelink at the top of each episode
description or email us atpodcast@cfa-sf.

(15:26):
org Thank you for being adedicated listener.
This podcast is produced by CFASociety San Francisco, a

(15:46):
not-for-profit professionalassociation providing
professional learning and careerresources to over 13,000
investment industryprofessionals worldwide.
To learn more about CFA SocietySan Francisco, visit our
website at cfa-sf.
org or connect with us onLinkedIn.
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