What’s new? 

Carta has released a new tender offer issuer dashboard for company administrators, exposing the most critical actions and information during periods when sellers are placing orders.

This dashboard highlights the following information:

• Aggregate sell orders placed relative to buyer demand: emphasizes situations where sell orders exceed quantities to be purchased and must be reduced algorithmically for settlement
• Rate at which eligible sellers across customizable stakeholder categories view the offering and place orders
• Sell orders placed over time, highlighting spikes in trade activity or large order cancellations
• Better organization and management of in app seller data

How do I use this tool?

Log into your Carta administrator account during an active tender offer order period and navigate to the Secondaries menu. Select an active tender offer event and you will land on the dashboard.

What’s next?

This release covers the issuer experience for the  period during tender offers when sellers can enter orders. In the near future, we are expanding this dashboard to provide an improved issuer experience both before a tender offer launches and after it closes:

• Pre launch: information and configuration experience prior to the start of a tender offer
• Post close: key transaction information and improved administrator experience

Questions?

If you have any questions about Carta liquidity, please contact us at company_coverage@carta.com

What’s New?

Carta’s Tender Offer Transaction Model report makes it easy to get ready for a tender offer transaction. By directly integrating with your cap table, this report allows you to model stakeholder and security eligibility ahead of a secondary transaction.

How does it work?

The Tender Offer Transaction Model allows companies to create personalized tender offer scenarios based on:

1. Your cap table data as of a selected vesting date
2. Eligible share class, equity types, and option types
3. Participation caps by stakeholder relationship groups
4. Share or dollar caps by individual stakeholders

The ability to configure these inputs will help answer important size and eligibility considerations as you contemplate and prepare for a transaction.

The report will show you summary statistics of participant counts, maximum share amounts, and maximum dollars by participant group.

Who is this available for?

All Carta Cap Table customers.

How do I access it?

1. Log into Carta
2. Click on Essentials > Run Reports
3. Select Tender Offer Seller Model
4. Select a record date for which all vested totals will be calculated as of
5. Export

You’ll receive a notification once the download is complete, and will receive an Excel spreadsheet with live calculations.

If you’re interested in learning more about liquidity, please reach out to company_coverage@cartacapitalmarkets.com or your account manager.

What’s New?

Option holders can now see the value of their vested, unexercised options using market prices based on our proprietary Reference Price Range. With just a quick look, option holders can also see potential gains from the exercise and sale of options in their portfolio on Carta.

Interested in realizing the gains in exercising and selling your options? Click on the Sell button to start the process of exercising and selling your shares.

What metrics are available and how are they calculated?

Options are displayed alongside any other equity shareholders have in their portfolio for a given company. See our previous release note for the full list of portfolio metrics.

• Mark: A mark is the price used to value a holding. Your holdings are marked to the lower bound of the Reference Price Range, if Carta has calculated one for the company.
• Shares: Number of vested common and preferred shares currently held, as well as vested, unexercised options.
• Basis: Total cost paid divided by the number of shares; for options, the cost to exercise divided by the number of shares.
  Value of shares: Value of shares at the mark. Calculation: Mark * Shares
• Unrealized gains: Unrealized gain (or loss) in value at the mark compared to your purchase price. An unrealized ("paper") gain has not been actualized, but can be by exercising your options and selling the underlying shares for more than the strike price. Calculation: Value of shares - (Basis * Shares)
  Learn more about how options are taxed

How does it work?

You can view and identify to a Carta representative how many shares underlying your options you’d like to sell on Carta:

1. Log into Carta’s Secondary Marketplace.
2. View your holdings on the “My holdings” tab.
3. Click on the “Sell” button to submit your indication of interest to sell your holdings.
4. Identify the number of options you’d like to exercise and then to sell on the modal.

Who is this available to?

This is only available to Carta Liquidity customers. At this time, only Accredited Investors who qualify as Institutional Accounts can purchase securities and only Accredited Investors can sell securities via Carta Liquidity. 

If you’re interested in learning more about Carta Liquidity and get access to the platform, please reach out to investor_coverage@cartacapitalmarkets.com or your account manager.

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.

The mark displayed by Carta does not represent an executable price or bid/ask spread and does not reflect any market premium/discounts. The fair market value or executable price, if any, for any security may be higher or lower than the provided price. Many unregistered equity securities are subject to transfer restrictions that may limit transfers at any price.

The mark, Reference Price, and Reference Price Range are not investment advice or a recommendation to transact at any price and should not be your primary basis for determining the value of any security.

What’s New?

Shareholders can now see the value of their holdings using marks based on our proprietary Reference Price Range. With just a quick look, shareholders can view their unrealized gains, multiple of invested capital, and the rate of return of their portfolio holdings on Carta.

Interested in locking in unrealized gains or closing out a position shown in the red? Click on the Sell button to start the process of selling your shares.

What metrics are available and how are they calculated?

• Mark: A mark is the price used to value a holding. Your holdings are marked to the lower bound of the Reference Price Range, if Carta has calculated one for the company.
• Shares: Number of vested common and preferred shares currently held.
• Basis: Total cost paid divided by the number of shares.
• Value of shares: Value of shares at the mark. Calculation: Mark * Shares
• Unrealized gains: Unrealized gain (or loss) in value at the mark compared to your purchase price. An unrealized ("paper") gain has not been actualized, but can be by selling an existing holding for more than what was paid for it. Calculation: Value of shares - (Basis * Shares)
  Learn more about the taxes associated with stock sales
• Multiple: Multiple of invested capital (MOIC), meaning how many times greater is the current value of a holding compared to what was paid for it. Calculation: Value of shares / (Basis * Shares)
  Learn more about MOIC
• IRR: Gross unrealized internal rate of return, which is the annualized percent return a holding has earned. IRR is calculated using acquisition dates in alignment with the XIRR function in Excel or Google Sheets. 
  Learn more about IRR

How does it work?

You can view and identify to a Carta representative which holdings you’d like to sell on Carta:

1. Log into Carta’s Secondary Marketplace.
2. View your holdings on the “My holdings” tab.
3. Click on the “Sell” button to submit your indication of interest to sell any of your holdings.

Who is this available to?

This is only available to Carta Liquidity customers. At this time, only Accredited Investors who qualify as Institutional Accounts can purchase securities and only Accredited Investors can sell securities via Carta Liquidity. 

If you’re interested in learning more about Carta Liquidity and get access to the platform, please reach out to investor_coverage@cartacapitalmarkets.com or your account manager.

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.

The mark displayed by Carta does not represent an executable price or bid/ask spread and does not reflect any market premium/discounts. The fair market value or executable price, if any, for any security may be higher or lower than the provided price. Many unregistered equity securities are subject to transfer restrictions that may limit transfers at any price.

The mark, Reference Price, and Reference Price Range are not investment advice or a recommendation to transact at any price and should not be your primary basis for determining the value of any security.

What’s New?

Carta Liquidity now highlights recently updated key information to help investors stay informed about market changes.

In Carta’s Secondary Marketplace, you can now view and sort by recently updated bids, asks, our proprietary Reference Price Range, and funding rounds.

How does it work?

You can view the latest updates to the marketplace:

1. Log into Carta’s Secondary Marketplace.
2. Click the “Browse” tab to browse the latest updates to the marketplace . 
3. Sort by the most recently updated orders or Reference Price Ranges, as well as latest funding rounds using the sort options on the top right of the screen.

Who is this available to?

This is only available to Carta Liquidity customers. At this time, only Accredited Investors who qualify as Institutional Accounts can purchase securities and only Accredited Investors can sell securities via Carta Liquidity. 

If you’re interested in learning more about Carta Liquidity and get access to the platform, please reach out to investor_coverage@cartacapitalmarkets.com or your account manager.

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.

What’s New?

Carta Liquidity now displays the implied valuation for all price-per-share values in our Secondary Marketplace.

The most frequently asked question from investors is: "What does that price per share represent in terms of valuation?" Our Secondary Marketplace now provides the implied valuation on live orders, and for our proprietary Reference Price Range. Additionally, users can see a live calculation of the implied valuation when entering an indication of interest.

How does it work?

You can view implied valuations for price-per-share values on Carta:

1. Log into Carta’s Secondary Marketplace.
2. Click the “Browse” tab to view the valuation information associated with the best priced orders on Carta and our proprietary Reference Price Range. 
3. Click the “View company details” on a company to view the valuation information associated with all other orders for that company on Carta.

You can submit indications to buy or sell shares on Carta:

1. Log into Carta’s Secondary Marketplace.
2. Click on the “Sell” button on the Sell tab to submit your indication of interest to sell any of your holdings.
3. Alternatively, click on the “Buy” button on the Buy tab to submit your indication of interest to buy shares of a company.
4. In either case, when entering the “Target price per share” to sell or buy at, an implied valuation of your target price will calculate live.
5. If you don’t see supply in a company you’re interested in, submit an indication of interest to buy on the "Browse" tab

Who is this available to?

This is only available to Carta Liquidity customers. At this time, only Accredited Investors who qualify as Institutional Accounts can purchase securities and only Accredited Investors can sell securities via Carta Liquidity. 

If you’re interested in learning more about Carta Liquidity and get access to the platform, please reach out to investor_coverage@cartacapitalmarkets.com or your account manager.

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.

What’s New?

Carta Liquidity is now providing our proprietary Reference Price Range for companies in our Secondary Marketplace.

The Reference Price Range is based on information derived from available aggregated, composite, and/or historical transaction pricing information and updated on a weekly basis as necessary. The Reference Price Range may also incorporate recent bids and offers in a specified security from various market sources. 

How does it work?

Log into your Carta account, enter the Liquidity platform, and navigate to the “Marketplace” tab.  From there, investors can browse opportunities to buy and sell with Reference Price Ranges.

You can see the Reference Price Range for a company:

1. On the "Sell" tab, alongside your holdings
2. On the "Buy" tab, when viewing the details of our confirmed supply
3. On the "Browse" tab, directly on the company card, along with the best available order to buy and sell on Carta

Who is this available to?

This is only available to Carta Liquidity customers. If you’re interested in learning more about Carta Liquidity and get access to the platform, please reach out to investor_coverage@cartacapitalmarkets.com or your account manager.

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.

The Reference Price Range does not represent an executable price or bid/ask spread and does not reflect any market premium/discounts. The fair market value or executable price, if any, for any security may be higher or lower than the provided range. Many unregistered equity securities are subject to transfer restrictions that may limit transfers at any price.

The Reference Price Range is not investment advice or a recommendation to transact at any price and should not be your primary basis for determining the value of any security.

What’s New?

Institutional investors can now view confirmed sell-side opportunities directly on Carta.  Investors can view, filter, and review the full set of confirmed sell orders, along with details about company fundraising details, Reference Price Range (if applicable) and applicable transfer restrictions.  

Investors can also submit an indication of interest in purchasing the shares listed. 

How does it work?

Log into your Carta account, enter the Liquidity platform, and navigate to the “Marketplace” tab. From there, investors can browse opportunities.

You can submit interest in buying shares listed on Carta:

1. Log into your Carta account and navigate to the Secondary Marketplace under Liquidity.
2. View the list of supply available for purchase on the “Buy” tab
3. Click on the “Buy” button to submit your indication of interest to the Carta Liquidity team
4. If you don’t see supply in a company you’re interested in, submit an indication of interest to buy on the "Browse" tab

Note that all indications are private and are only shared with the market following a conversation with a representative from our Private Capital Markets team.

Who is this available to?

This is only available to Carta Liquidity customers. If you’re interested in learning more about Carta Liquidity and get access to the platform, please reach out to investor_coverage@cartacapitalmarkets.com or your account manager.

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.

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.

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.