Off-Platform Payment Settlement (Capital Markets)

What's new?

Carta Liquidity now offers more optionality when paying transaction proceeds following a tender offer or other private secondary transaction. Issuers can now elect to have proceeds for one or more sellers be paid outside of the Carta Liquidity platform via a third-party (including the Issuer). Below are several use cases that Carta now supports:

  • Proceeds paid through an Issuer’s payroll;
  • Proceeds paid to a seller’s trust account for distribution to beneficiaries; or 
  • Use of a third-party paying agent to distribute proceeds.

How does it work?

During the setup phase of a transaction, an Issuer can elect to have the transaction proceeds for one or more sellers paid off-platform. The Issuer will inform Carta which participants should receive their proceeds off-platform, and the transaction’s Offer to Purchase (OTP) will describe the method by which participants will receive their net sale proceeds. 

At settlement, Carta will deposit proceeds for participants not selected for off-platform payment into their Carta brokerage accounts. For a company repurchase (share buyback), no further action is taken by Carta for the balance of the proceeds as the Issuer will be responsible for the distribution through payroll or otherwise. In the case of a third-party tender offer, Carta will send the balance of the proceeds to the Issuer to handle the distribution to the remaining sellers.

At the close of the transaction, the total amount of money distributed by Carta or a third-party will be recorded in the Transaction Summary Report for the Issuer and the Trade Confirmation for each seller.

(a) Issuer Transaction Summary Report

(b) Trade Confirmation

(c) Statement Cycle Report

Distribute tender offer sale proceeds off-platform through payroll or other means for more payment flexibility

The off-platform payment settlement feature will:

  • Increase an Issuer’s flexibility in determining how transaction proceeds will be paid to sellers for secondary transactions; 
  • Reduce tax withholding and reporting complexity when Issuers choose to leverage their payroll system to distribute proceeds and withhold taxes; and
  • Make it easier for employee sellers that receive proceeds through payroll to contribute those additional funds to their 401k’s or other automated savings plans.

Reach out to Carta to get the process started

Do you want to run a tender offer or other private secondary transaction with a fully-integrated cap table experience? Reach out to Carta Liquidity’s Corporate Coverage team at company_coverage@cartacapitalmarkets.com to figure out the best path towards liquidity. 

Note: 
1. Brokerage accounts and other brokerage services are offered through Carta Capital Markets, LLC. Carta Capital Markets, LLC is a member of FINRA/SIPC.

Interest holder addresses

What's new?

You can now keep a record of interest holder addresses.

What's important or valuable about this change?

Gain a single source of truth with all interest holder information centralized in Carta. Admins can now input a physical address when adding a new interest holder or editing an existing one and this address can be viewed in the interest holder ledger and in the interest details.

What do I need to do?

When issuing interests to new holders, Admins can now bulk upload addresses in the interest holder spreadsheet. You will see different columns for different address fields. Upon issuing, the address will be saved on the new interest holder.

When adding a new interest holder or editing an existing one, Admins can record the address in the new Address section. Inputting the Country/Region will make the other address fields appear.

How do I learn more or get help?

For more information on managing interest holders, visit our support site.

Exercising options and warrants

What's new?

We’ve simplified Carta’s UI to help Admins exercise multiple options or warrants in one streamlined workflow.

What's important or valuable about this change?

When interest holders elect to exercise their outstanding options and warrants, you can now enter the exercises all together in Carta to reflect the transactions on the cap table. You can also issue new interests to the holders and keep a record of the transaction in the interest history.

What do I need to do?

In the interests ledger, navigate to the interests you want to exercise in the left sidebar. 

Select one, multiple or all interests.

Navigate to the Action button and select Exercise.

The new UI will walk you through exercising the interests, including:

  • Reviewing the destination interest type that this interest will settle into once it is exercised
  • Specifying the details of the interest being exercised, including the number of units to exercise and the price per unit
  • Specifying the new interest details, including the invested capital amount, issue price, and any applicable custom fields
  • Reviewing everything and confirming the exercise

After you confirm, the interests resulting from the exercise will be issued, affected interests will be updated, and cap table reports will reflect the exercises. You can also view the transaction in the interest history.

How do I learn more or get help?

For more information, visit our support site.

Tax Withholding Estimates during Order Entry (Capital Markets)

What's new?

Sellers participating in a private market secondary transaction, such as a tender offer, on the CartaX ATS can now view their estimated tax withholdings* during the Order Entry phase. Equipped with estimated tax information, sellers who are US-based employees will be able to make a more informed decision when determining sell preferences and better anticipate their net proceeds.

How does it work?

Issuers sponsoring a tender offer or another structured transaction will provide Carta with their employees’ city, state, and/or federal jurisdictional tax rates. Carta will use the applicable tax rates to calculate their individual estimated tax withholding. 

As sellers select which of their eligible stock holdings to sell during the Order Entry period, the Proceeds Calculator on the right hand side of the screen will automatically update and calculate what their estimated net proceeds may be after fees and taxes*. 

Sellers can then click on “View tax details” (hyperlink within the red box above) to view a breakdown of the estimated tax withholdings by security type and tax jurisdiction.

Enable your employees to understand their estimated tax obligations earlier in a tender offer when placing their sell orders.

The Tax Withholding Estimates during Order Entry will: 

  • Enable sellers to see how their security elections during the Order Entry period may impact their estimated tax withholdings, and ultimately, expected net proceeds; and
  • Save Issuers time by helping to reduce the amount of questions received from sellers about their potential tax withholding obligations. 

 Reach out to Carta to get the process started

Do you want to run a tender offer or other private secondary transaction with a fully-integrated cap table experience? Reach out to Carta Liquidity’s Corporate Coverage team at company_coverage@cartacapitalmarkets.com to figure out the best path towards liquidity. 


*Note - The estimated tax withholdings is for illustrative purposes only. The withholding amount shown is only an estimate. The actual amount withheld from a seller’s proceeds may differ significantly from the amount shown. Tax withholding is not a final calculation of taxes due. A seller may have a greater or lesser tax obligation than the amount withheld by the Issuer, and the seller is responsible for determining whether and when any additional tax payments are required. 

Disclaimer: Carta, through its wholly owned broker-dealer subsidiary, Carta Capital Markets, LLC, offers a streamlined experience for executing pre-negotiated stock transfers, tender offers, and other secondary liquidity transactions. Carta Capital Markets, LLC is a member of FINRA/SIPC.

Issuer Transaction Dashboard (Capital Markets)

What's new?

Issuers running a secondary transaction, such as a tender offer, through Carta Liquidity on the CartaX ATS can now access on demand real-time seller participation data during a live transaction via the Issuer Transaction Dashboard (“Dashboard”). 

How does it work?

Issuers can access their brokerage account online and click on their live transaction, where they will see their Dashboard. The “Participation overview” tab includes three key sections:

  • Participation breakdown: The pie chart provides a summary of the transaction’s subscription rate by Relationship type. Issuers can quickly see how close the transaction is to being fully subscribed. Relationship type is determined during the transaction’s setup period.
  • Participant engagement: The bar chart details the number of sellers who (a) have been invited to the transaction, (b) viewed the transaction, and (c) decided to participate by tendering shares.
  • Relationship summary: The table summarizes the participation level across all Relationship types. Details include the participation rate, shares tendered, and the notional value of tendered shares.

The table and charts on this page will update in real-time during the live transaction. 

The “Transaction overview” tab of the Dashboard will be accessible at the close of the offering period and provides a summary of the transaction, including a breakdown of deposits made into the Issuer’s brokerage account. Issuers will be able to access and download their Trade Confirmation and Transaction Summary reports here as well.  

 

Save time and gain real-time transaction and participation data on demand with the Issuer Transaction Dashboard

The Issuer Transaction Dashboard will: 

  • Give you real-time transaction and participation data on demand during a live transaction;
  • Provide you with full oversight and enhance your foresight over the transaction’s results related to filling a buy order; and 
  • Make it easier for you to provide your team with updates on a transaction and Relationship type level, preserving the confidentiality of individual seller activity.

Reach out to Carta to get the process started

Do you want to run a tender offer or other private secondary transaction with a fully-integrated cap table experience? Reach out to Carta Liquidity’s Corporate Coverage team at company_coverage@cartacapitalmarkets.com to figure out the best path towards liquidity. 

 

Disclaimer: Carta, through its wholly owned broker-dealer subsidiary, Carta Capital Markets, LLC, offers a streamlined experience for executing pre-negotiated stock transfers, tender offers, and other secondary liquidity transactions. Carta Capital Markets, LLC is a member of FINRA/SIPC.

Introducing the ability to adjust vesting end dates

What's new?

You can now adjust the time-based vesting end dates in custom vesting plan templates.

What's important or valuable about this change?

When creating a new custom vesting plan template, you have the flexibility to customize whether vesting occurs on the same day of the month as the start date (no adjustment), on the first day of the month, or on the last day of the month. 

With this new capability, you can customize time-based vesting schedules to set up more vesting clauses and align vesting dates so interests vest on the same day.

What do I need to do?

When creating a new custom vesting plan template, you can find the end date adjustment option in the Time-based vesting section. You can choose between no adjustment, last day of month, or first day of month.

How do I learn more or get help?

For more information on managing vesting templates, please visit our support site.

New search bar in the Document Library

What's new?

You can now search for documents in the Document Library.

What's important or valuable about this change?

The new search bar allows you to quickly search the library for documents you’ve uploaded, such as acceptance agreements and K-1s. This is especially useful if you have a large volume of documents saved in the library. 

What do I need to do?

The search bar has been automatically added to your Document Library:

You can also search for documents when adding them to an interest or interest type: 

How do I learn more or get help?

For more information on document management, please visit our support site.

Securely store and share documents in Data Rooms

We’ve introduced a few updates to Data Rooms to provide you with a secure and streamlined way to upload and share documents from within Carta.

Centralize document storage and sharing workflows in Carta

With the new sharing capability, you can:

  • Centralize your document storage and sharing in Carta
  • Streamline the investor due diligence experience during fundraising by inviting them to view documents in a dedicated fundraising Data Room
  • Provide external parties secure access to documents during annual audits or provide quarterly updates to interest holders

Get started

Admins can manage Data Rooms by navigating to the Documents tab. 

Click “Create data room.”

Name your Data Room. Additional settings that will allow you to watermark PDF files and require NDAs are coming soon.

Upload documents into the Data Room and organize them in folders.

You can share data rooms by clicking the Manage data rooms button and then Manage sharing.

Share Data Rooms  with others using their email address. You can also see who you’ve already shared the Data Room with.

People you share Data Rooms with will receive an email from Carta inviting them to log-in to their Carta account or create an account to view the Data Room.

 For more information on Data Rooms, please visit our support site.

Redesigned 409A Acceptance Flow


What’s new?

We have redesigned the way you review and accept your 409A valuation on Carta. This new design presents you first with a quick summary of the analysis along with a note from your analyst letting you know the next steps in finalizing your fair market value (FMV). Once you have reviewed the report, if you have any questions you can contact our team of valuation experts through the support module in the valuation review portal. Lastly, receive board approval from within or outside of Carta to finalize the current FMV on your account. 

How it Works

Once you receive an email notifying you that your valuation is ready for review, you can follow the link within that email to access the 409A ledger where you are able to review and download your valuation. Alternatively, you can navigate to the page within Carta at Compliance > 409A Valuation.




Review your valuation

From the 409A Ledger, once you select ‘Review 409A report’ you will be directed to the valuation review portal. Here you will find an overview of the analysis performed and the concluded FMV along with a note from your valuation analyst informing you of next steps and noting any details within the report that warrant extra attention. Once you have reviewed the analyst’s note and valuation summary, you can download the full report or access the support module from the valuation review portal to access support articles or get in touch with our team of valuation experts. 


Get board approval

Now that you have reviewed the valuation, the next step is to send it to your board for review. You can do so using the board consent feature within your Carta account to easily track acceptance from each board member within the Carta platform. Once all board members have submitted their board approval through the platform, your valuation will automatically be accepted on Carta. If you got approval outside of Carta, that’s great too, simply select ‘My board has approved’ to accept the valuation to finalize the current FMV in your account. Once finalized, the new FMV will be visible to your option holders on Carta.




Introducing the ability to transfer interests

Admins can now easily transfer interests from one holder to another in the event of a secondary transaction or sale of shares.

Transfer interests and maintain a record of the transaction

When transferring an interest, you’ll need to input the recipient, date of transfer, price, quantity, reason, and add any acceptance documents and additional fields for issuing the new interest. Only outstanding and vested units can be transferred to other interest holders. 

Once an interest transfer is completed, your cap table is automatically updated and transfer events are appended to the interest history so there is a clear record of the transaction.

Get started

Start an interest transfer by selecting items on the Interests and Interest Types page, then clicking the Actions button. Only full-administrative users can transfer interests. For more information, visit our support site.

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