Time to venture into the late-stage capital market?

The late-stage capital market has evolved rapidly boosted by Covid-driven innovation and increasing opportunities for companies and investors alike to monetise successful ventures. Liberty Street Advisors' Christian Munafo explores the compelling opportunities within this growing market.

20 April 2022

In less than a decade, late-stage venture capital investing has transformed from a small group of companies defying private company norms to a diverse universe where hundreds of highly valued companies have created their own market.

This evolution has occurred as it has become more attractive for late-stage venture capital companies to stay private than to go public earlier in their growth trajectory. This reality means that investors in the public markets have less opportunity to participate in the accelerated growth paths of high growth companies because they are often entering the public markets at a later, slower growth phase of development. Also, many of these companies are acquired by tech behemoths without ever going public.

In 2014, there were 42 late-stage venture companies worth more than USD 1 billion. Today, there are more than 1000, a 23-fold increase. At the same time, the diversity of these companies continues to increase, as technology bends the innovation curve by moving into sectors that were not traditionally hotbeds of innovation.

Today, late-stage venture companies have more options than ever to monetise their success beyond traditional initial public offerings (IPOs) and M&A, including direct public offerings (DPOs) and special purpose acquisition vehicles (SPAC) mergers, in our view. Similarly, shareholders in these private companies have more liquidity options driven by the evolution of the secondaries market. While these additional liquidity paths are likely a positive development for participants in the late-stage venture ecosystem, investors need to be more discriminating amid the rising tide that has lifted all.

How the private late-stage venture capital market has changed

The growth in late-stage venture capital markets stems from the trend of private companies staying private for longer. Previously, companies needed to tap public markets for funding at a much earlier stage in their development to finance their growth. That meant that a great deal of growth occurred as a publicly traded company.

As capital has moved from the public to the private markets, companies can and are delaying their entry into the public markets. In addition to the availability of capital, company management teams and boards increasingly choose to stay private for as long as possible to optimise their business models, avoid what can be burdensome administrative and regulatory requirements, and maximize shareholder value, in our view.

This explains why so many companies are reaching – and exceeding – valuations of USD 1 billion. Many of these companies are generating significant revenue (some profitable) and exist in many different sectors, including software, security, big data, cloud technology, fintech, edtech, media, commercial services, health tech, genomics, biotechnology, transportation, industrial and more. Many of these companies never actually do go public; instead, they are acquired while still private. In aggregate, these developments have attracted institutional investors that increasingly favour opportunities outside of the public markets to generate alpha.

Evolution in innovation

The late-stage venture capital market has benefitted from an evolution in innovation that involves applying technology to improving businesses across sectors and industries, including areas not widely thought of as being ripe for disruption. In our view, Covid served as a great use case for what happens when in-person functions shift online, pulling innovation forward in ways that were hard to imagine before the pandemic.

For example, as restaurants across the country were forced to close due to Covid-19, owners and managers turned to delivery to try to make up the lost revenue. However, the operating expenses involved in unused restaurant dining rooms made this pivot financially challenging. Enter Ghost Kitchens, in which numerous restaurant concepts operate both delivery and takeout-only models through the same industrial kitchen. In fact, the global ghost kitchen market could reach USD 1 trillion by 2030, according to Euromonitor.

In a similar way, the application of technology to a variety of business processes has allowed companies in other verticals to achieve critical mass in market penetration and adoption. This pull-forward effect from Covid-19 has coincided with large amounts of available capital seeking to fund innovation. In fact, more SPACs were used to initiate a public offering in the first three months of 2021 than occurred during 2020 according to SPAC Insider.

A rapidly growing market

As investors in private companies have gained more options to monetise their stakes, the market for these companies has exploded, in our view.

While there were only a handful of early movers in the secondaries market that started providing liquidity solutions at the private company level over the last couple decades, the broader secondaries market recently started adapting to these changing market conditions and the growing needs of private company shareholders. As a result, we can expect to see significant growth in this segment of the secondaries market in the years ahead, a market that is now approaching USD 100 billion in annual transaction volume, according to Greenhill & Co.

During the first quarter of 2021, SPACs raised USD 87.9 billion, which exceeded the total of USD 83.4 billion raised during all of 2020. In addition to well-respected institutional investors and deal makers such as Bill Ackman, Bill Foley, and Chamath Palihapitiya, celebrities are also jumping on the bandwagon, with Shaquille O’Neil, Larry Kudlow and Alex Rodriguez all getting in on the SPAC boom. While SPACs becoming mainstream could signal an inflection point, we believe they may become a permanent fixture in the late-stage venture ecosystem.

SPACs have gained popularity because they cut the time and hassle of going public. While a traditional IPO can take up to six months or more to complete, SPACs can occur in just a few months. By going public within a SPAC, private companies can avoid gag rules around financial projections that bind companies going public via a traditional IPO. However, there are some tradeoffs as SPACs may result in greater dilution to existing shareholders compared to IPOs and often do not immediately garner institutional research which could impact trading. Rules require SPACs to acquire a target to take public within a specific period of time, usually within two years. That means all the SPACs launched last year and this year need to find companies to purchase or risk returning investor’s money without a deal.

More companies than ever before are accessing public markets through direct public offerings, which also bypass traditional IPOs. The US Securities and Exchange Commission approved a plan in December 2020 that allows companies to raise new funds as part of a direct listing. Previously, companies were not allowed to issue new shares and raise funds as part of the direct listing process.

There is some concern that rising interest rates may dampen the appetite for late-stage venture companies, particularly those burning significant levels of cash and without a near term path to profitability.

The cash descending on the late-stage venture capital market means that valuations are rising quickly. Because of this rising tide of cash, investors must be careful because not every company is viable or a worthwhile investment.

Applying active management to late-stage venture capital markets

The potential bubble forming around this market means that investors need to be highly discriminating in selecting late-stage venture companies to invest in. Similarly, private company capitalisations can be quite complex as there are often multiple classes of securities, each with different economic and voting rights. There are many ways to potentially benefit from this type of market dislocation to focus on the highest calibre of available assets.

Utilising a combination of qualitative and quantitative analysis – known as a top-down and bottom-up approach – works well, in our view, to distinguish companies worth pursuing and those to put aside. When engaging in fundamental analysis, examine:

• Quality of management
• Experience and strength of investors
• Quality of the business and operating model
• Addressable market opportunity
• Competitive landscape
• Capital structure
• Path to profitability if not yet profitable

While most sophisticated, institutional grade investors will maintain discipline during all market cycles, these market developments combined with participation of less experienced investors has increased competition for the most attractive opportunities in our view. This may result in an increase of valuations across the market, which often includes lower quality companies. In this situation, discriminating investors will often do well; others may not.

While even non-viable companies can attract significant capital in these environments, many ultimately are not likely to succeed. In our view, the companies that are the most likely to run on the rocks are those that have not demonstrated sustainable business models or an ability to retain customers at attractive margins, exhibit significant capital burn rates, and have inexperienced management that has not dealt with hardship. Others may be trying to innovate in highly crowded environments without clear differentiation, which is another warning sign.

Summary of key points

• The private late-stage venture capital market has grown exponentially in size, number of companies, and sectors
• Covid-19 pulled innovation forward, creating a boom in the application of technology to emerging areas such as industrial, transportation, healthcare and commercial services
• Capital is pouring in through secondaries, SPACs, DPOs, IPOs and M&A
• The market boom requires investors to exert discrimination, applying top down and bottom-up fundamental analysis to succeed.