JPMorgan to Begin Trading Pre-IPO Stocks

Combine pre-IPO valuations and a looser regulatory regime and the recipe is almost certain to yield something like the new trading desk in private company equities that JPMorgan Chase & Co. (NYSE: JPM) is launching.

The big bank is hiring Andrew Tuthill, a senior vice president at Forge Global, to lead a new team that will match the bank’s clients with companies that still trade on private equity markets like Forge Global and SharesPost.

JPMorgan’s global co-head of cash equities trading, Chris Berthe, told CNBC that many of the bank’s clients view the private market as the “next frontier.” It may end up looking more like the Wild West.

That’s because the U.S. Securities and Exchange Commission (SEC) is considering relaxing the rules for companies that sell shares in private markets. And these are not small companies.

According to CB Insights, there are 493 private companies valued at $1 billion or more. The largest is ByteDance (owner of TikTok), with a pre-IPO valuation estimated at $140 billion. China’s ride-sharing giant Didi Chuxing ranks second with a value of $56 billion, and Elon Musk’s SpaceX Technologies is third with a value of $46 billion. All told, these 493 companies have a collective valuation of more than $1.5 trillion.

Not only are these firms large, but they are also staying private longer because there’s so much cash available from both private and public market investors. As JPMorgan’s Berthe put it, “What do you do when [public] markets get so high?”

His answer is to look for value lower in the hierarchy, “and maybe that means getting involved in companies at earlier stages of their development.” Pre-IPO investors in Uber, for example, made billions while the company’s stock hasn’t traded above its IPO price since August of last year. In no surprise, then, that JPMorgan’s Berthe said he’s seeing increased demand from company founders, venture capital firms and wealth management clients to part with the shares in nonpublic companies.

Along with mountains of cash, the private markets are not weighed down by the tangle of red tape that investors and investment bankers dislike so much. Because private market investors are expected to be more sophisticated (institutional investors, hedge funds and accredited investors, for example), disclosure requirements and other protections are less stringent than those for publicly traded stocks.

Daren Fonda has a good explanation in Barron’s of how new SEC rules “benefit private-equity and venture-capital firms” by expanding the pool of accredited investors. Fonda cites Tyler Gellasch, executive director of investor advisory organization Healthy Markets, who says the new rules “limit shareholder rights and information in the public markets in the name of capital formation.”

Of special concern to Gellasch are the increasing number of exceptions that allow large private companies to raise money without having to enter public markets. If the rules are finalized, Gellasch says, “It’s extremely unlikely that any company would be compelled to go public.”

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