Shorting private markets

This is one of those things I’ll file in the “why didn’t I think of it before?” category.

The basic idea is that if you think there is a startup bubble, and that private companies (as a class) are being overvalued by investors, there exists a rather simple way to short the market – basically start your own company and sell equity to these investors!

The basic problem with shorting a market such as those for shares of privately held startups is that the shares are owned by a small set of investors, none of whom are likely to lend you stock that you can sell and buy back later. More importantly, markets in privately held stock can be incredibly illiquid, and it may take a long time indeed before the stocks move to what you think is their “right” level.

So what do you do? I’ll simply let the always excellent Matt Levine to provide the answer here:

We have talked a few times in the past about the difficulty of shorting unicorns: Investors can buy shares in the big venture-backed private tech companies, but they can’t sell those shares short, which arguably leads to those shares being overvalued as enthusiasts join in but skeptics are excluded. As I once said, though, “the way to profit from a bubble is by selling into it, and that people sometimes focus too narrowly on short-selling into it”: If you think that unicorns as a category are overvalued, the way to profit from that is not so much by shorting Uber as it is by founding your own dumb startup, raising a lot of money from overenthusiastic venture capitalists, paying yourself a big salary, and walking away whistling when the bubble collapses.

Same here! If you are skeptical of the ICO trend, the right thing to do is not to short all the new tokens that are coming to market. It’s to build your own token, do an initial coin offering, and walk off with the proceeds. For the sake of your own conscience, you can just go ahead and say that that’s what you’re doing, right in the ICO white paper. No one seems to mind.

Seriously! Why didn’t I think of this?

Portfolio communication

I just got a promotional message from my broker (ICICI Direct). The intention of the email is possibly to get me to log back on to the website and do some transactions – remember that the broker makes money when I transact, and buy-and-hold investors don’t make much money for them.

So the mail, which I’m sure has been crafted after getting some “data insight”, goes like this:

Here is a quick update on what is happening in the world of investments since you last visited your investment account.
1. Your total portfolio size is INR [xxxxxx]*
2. Sensex moved up by 8.36% during this period#
3. To know more about the top performing stocks and mutual funds, click here.

While this information might be considered to be useful, it simply isn’t enough information to make me learn sufficiently about my portfolio to take any action.

It’s great to know what my portfolio value is, and what the Sensex moved by in this period (“since my last logon”). A simple additional piece of information would be how much my portfolio has gone up by in this period – to know how I’m performing relative to the market.

And right in my email, they could’ve suggested some mutual funds and stock portfolios that I should move my money to – and given me an easy way to click through to the website/app and trade into these new portfolios using a couple of clicks.

There’s so much that can be done in the field of personal finance, in terms of how brokers and advisors can help clients invest better. And a lot of it is simple formula-based, which means it can be automated and hence done at a fairly low cost.

But then as long as the amount of money brokers make is proportional to the amount the client trades, there will always be conflicts of interest.

Asking people out and saving for retirement

As early readers on this blog might be aware of, I had several unsuccessful attempts at getting into a relationship before I eventually met the person who is now my wife. Each of those early episodes had this unfailing pattern – I’d somehow decide one day that I loved someone, get obsessed with her within a short period of time, and see dreams for living together happily ever after.

All this would happen without my having made the least effort on figuring out how to communicate my feelings for the person in question, and that was something I was lousy at. On a couple of occasions I took a high risk strategy, simply approaching the person in question (either in person or online), and expressing my desire to possibly get into a long-term gene-propagating relationship with her.

Most times, though, I’d go full conservative. Try to make conversation. Talk about banal things. Talk about things so banal that the person would soon find me uninteresting and not want to talk to me any more; and which would mean that I had no chance of getting into a relationship – never mind “long-term” and “gene-propagating”.

So recently Pinky the ladywife (who, you might remember, is a Marriage Broker Auntie) and I were talking about strategies to chat up people you were interested in (I must mention here we used to talk about such random stuff in our early conversations as well – Pinky’s ability to indulge in “arbit conversations” were key in my wanting to get into a long-term gene-propagating relationship with her).

As it happens with such conversations, I was telling stories of how I’d approach this back in the day. And we were talking about the experiences of some other people we know who are on the lookout for long-term gene-propagating relationships.

Pinky, in one of her gyaan-spouting moods, was explaining why it’s important that you DON’T have banal conversations in your early days of hitting on someone. She said it is important that you try to make the conversation interesting, and that meant talking about potentially contentious stuff. Sometimes, this would throw off the counterparty and result in failure. But if the counterparty liked the potentially contentious stuff, there was a real chance things might go forward.

I might be paraphrasing here, but what Pinky essentially said is that in the early days, you should take a high-risk strategy, but as you progress in your relationship, you should eschew risk, and become more conservative. This way, she said, you maximise the chances of getting into and staying in a relationship.

While I broadly agree with this strategy (when she first told me this I made a mental note of why I’d never been able to properly hit on anyone in the first place), what I was struck by is how similar it is to save for your retirement. 

There are many common formulae that financial advisors and planners use when they help clients save for retirement. While the mechanics might vary, there is a simple principle – invest in riskier securities when you are young, and progressively decrease the risk profile of your portfolio as you grow older. This way, you get to maximise the expected portfolio value at the time of retirement. Some of these investment strategies are popularly known as “glide path” strategies.

Apart from gene propagation, one of the purposes of getting into a long-term relationship is that there will be “someone who’ll need you, someone who’ll feed you when you’re sixty four”. Sixty four is also the time when you’re possibly planning to retire, and want to have built up a significant retirement kitty. Isn’t it incredible that the strategies for achieving both are rather similar?

Direct listing

So it seems like Swedish music streaming company Spotify is going to do a “direct listing” on the markets. Here is Felix Salmon on why that’s a good move for the company. And in this newsletter, Matt Levine (a former Equity Capital Markets banker) talks about why it’s not.

In a traditional IPO, a company raises money from the “public” in exchange for fresh shares. A few existing shareholders usually cash out at the time of the IPO (offering their shares in addition to the new ones that the company is issuing), but IPOs are primarily a capital raising exercise for the company.

Now, pricing an IPO is tricky business since the company hasn’t been traded yet, and so a company has to enlist investment bankers who, using their experience and investor relations, will “price” the IPO and take care of distributing the fresh stock to new investors. Bankers also typically “underwrite” the IPO, by guaranteeing to buy at the IPO price in case investor demand is low (this almost never happens – pricing is done keeping in mind what investors are willing to pay). I’ve written several posts on this blog on IPO pricing, and here’s the latest (with links to all previous posts on the topic).

In a “direct listing”, no new shares of the company are issued, the stock gets listed on an exchange. It is up to existing shareholders (including employees) to sell stock in order to create action on the exchange. In that sense, it is not a capital raising exercise, but more of an opportunity for shareholders to cash out.

The problem with direct listing is that it can take a while for the market to price the company. When there is an IPO, and shares are allotted to investors, a large number of these allottees want to trade the stock on the day it is listed, and that creates activity in the stock, and an opportunity for the market to express its opinion on the value of the company.

In case of a direct listing, since it’s only a bunch of insiders who have stock to sell, trading volumes in the first few days might be low, and it takes time for the real value to get discovered. There is also a chance that the stock might be highly volatile until this price is discovered (all an IPO does is to compress this time rather significantly).

One reason why Spotify is doing a direct listing is because it doesn’t need new capital – only an avenue to let existing shareholders cash out. The other reason is that the company recently raised capital, and there appears to be a consensus that the valuation at which it was raised – $13 billion – is fair.

Since the company raised capital only recently, the price at which this round of capital was raised will be anchored in the minds of investors, both existing and prospective. Existing shareholders will expect to cash out their shares at a price that leads to this valuation, and new investors will use this valuation as an anchor to place their initial bids. As a result, it is unlikely that the volatility in the stock in initial days of trading will be as high as analysts expect.

In one sense, by announcing it will go public soon after raising its last round of private investment, what Spotify has done is to decouple its capital raising process from the going public process, but keeping them close enough that the price anchor effects are not lost. If things go well (stock volatility is low in initial days), the company might just be setting a trend!

People are worried about investment banker liquidity 

This was told to me by an investment banker I met a few days back, who obviously doesn’t want to be named. But like Matt Levine writes about people being worried about bond market liquidity, there is also a similar worry about the liquidity of the market for investment bankers as well. 

And once again it has to do with regulations introduced in the aftermath of the 2008 global financial crisis. It has to do with the European requirement that bankers’ bonuses are not all paid immediately, and that they be deferred and amortised over a few years. 

While good in spirit what the regulation has led to is that bankers don’t look to move banks any more. This is because each successful (and thus well paid) banker has a stock of deferred compensation that will be lost in case of a job change. 

This means that any bank looking to hire one such banker will have to compensate for all the deferred compensation in terms of a really fat joining bonus. And banks are seldom willing to pay such a high price. 

And so the rather vibrant and liquid market for investment bankers in Europe has suddenly gone quiet. Interbank moves are few and far in between – with the deferred compensation meaning that banks look to hire internally instead. 

And lesser bankers moving out has had an effect on the number of openings for banker jobs. Which has led to even fewer bankers looking to move. Basically it’s a vicious cycle of falling liquidity! 

Which is not good news for someone like me who’s just moved into London and looking for a banking job!

PS: speaking of liquidity I have a book on market design and liquidity coming out next month or next next month. It’s in the publication process right now. More on that soon! 

Flash Boys, Ramanand Sagar’s Ramayana and the bias in the narrative

I just finished reading Michael Lewis’s Flash Boys. It seems like a nice book on financial markets and high frequency trading (HFT), and how HFT makes money. And as is the case with Lewis, the story is very well told.

However, having worked in HFT in the past, and having written a book on market design (which will be out next month), there was one thing about the book that left a massive sour taste – that it makes a value judgment.

Fairly early on in the book, Lewis makes it clear that HFT doesn’t actually add value to the market, and in fact extracts value. And from then on, HFT and hedge funds who practice it are the “bad guys” of the book, and Brad Katsuyama and the rest of the IEX guys are the “good guys”.

If this were to be considered a journalistic account, it would be horrible due to the fact that there is not even an attempt to present the view of the opposite side – of the real flash boys (people working on HFT), and how HFT might actually be beneficial. It also fails to document whatever might be the shortcomings of IEX.

As the Ramanand Sagar retelling of the Ramayana has showed us, when you reduce a story to a story of “good against evil”, the story is robbed of all nuance, and what you get is a rather simplistic version. Any facts in the story that run contrary to this simplistic version tend to be glossed over (or reduced in importance). And what the reader gets is a wholly one sided view which may not actually be correct.

HFT is so fascinating (apart from the money it makes for its practitioners) that there exists scope to write a great value-neutral book about it (and someone who writes as well as Lewis is very well placed to write that). It is thus disappointing that Lewis has eschewed that and has instead written what effectively looks like PR for IEX.

In any case, reading the book gave me one valuable piece of input. In my book (that will be out next month), I’m starting each chapter with a quote. And the quote to the introduction of the book has been supplied by Flash Boys. It goes, ‘”Liquidity” was one of those words Wall Street people threw around when they wanted the conversation to end, and for brains to go dead, and for all questioning to cease’.

Perhaps, the quote suffices to tell you all that is wrong with the book (Flash Boys)!

Tiered equity structure and investor conflict

About this time last year, I’d written this article for Mint about optionality in startup valuations. The basic idea there was that any venture capital investment into startups usually comes with “dirty terms” that seek to protect the investor’s capital.

So you have liquidity preferences that demand that the external investors get paid out first (according to a pre-decided formula) in case of a “liquidity event” (such as an IPO or an acquisition). You also have “ratchets”, which seek to protect an investor’s share in the company in case the company raises a subsequent round at a lower valuation.

These “dirty terms” are nothing but put options written by existing investors in a firm in favour of the new investors. And these options telescope. So the Series A round has options written by founders, employees and seed investors, in favour of Series A investors. At the time of Series B, Series A investors move to the short (writing) side of the options, which are written in favour of Series B investors. And so forth.

There are many reasons such clauses exist. One venture capitalist told me that his investors have similar optionality on their investments in his funds, and it is only fair he passes them on. Another told me that “good entrepreneurs” believe in their idea so much that they don’t want to even consider the thought that their company may not do well – which is when these options pay out, and so they are happy to write these options. And then you know that an embedded option can increase the optics of the “headline valuation” of a company, which is something some founders want.

In any case, in my piece for Mint I’d written about such optionality leading to potential conflicts among investors in different classes of stock, which might sometimes be a hindrance to further capital raises. Quoting from there,

The latest round of investors usually don’t mind a “down round” (an investment round that values the company lower than the preceding round) since their ratchets protect them, but earlier investors are short such ratchets, and don’t want to see their stakes diluted. Thus, when a company is unable to find investors who are willing to meet its current round of valuation, it can lead to conflict between different sets of investors in the company itself.

And now Mint reports that such conflicts are a main reason for Indian e-commerce biggie Snapdeal’s recent struggles, which has led to massive layoffs and a delay in funding. The story has played out exactly as I’d written in the paper last year.

Softbank, which invested last in Snapdeal and is long put options on the company’s value, is pushing the company to raise more funds at a lower valuation. However, Nexus and Kalaari, who had invested earlier and stand to lose significantly thanks to these options, are resisting such moves. And the company continues to stall.

I hope this story provides entrepreneurs and venture capitalists sufficient evidence that dirty terms can affect everyone up and down the chain, and can actually harm the business’s day-to-day operations. The cleaner a company keeps the liabilities side of the balance sheet (in having a small number of classes of equity), the better it is in the long run.

But then with Snap having IPOd by offering only non-voting shares to the public, I’m not too hopeful of equity truly being equitable any more!