137 Ventures Offers A Liquid Alternative To Selling Stock On Secondary Markets

Over the last couple years, the hunt for employee liquidity has been a hot topic around companies like Facebook and Zynga, where valuations have surged but exits could still be years away. This has led to a rise in marketplaces like SecondMarket, which help connect employees eager to sell stock with potential buyers. And Russian firm DST has made major investments in Facebook, Zynga, and Groupon, which have gone toward giving founders and early employees some liquidity without increasing the number of company shareholders. Now there’s a new firm that’s hoping to add a new twist to the liquidity market.

It’s called 137 Ventures, and it’s giving early employees the opportunity to forgo selling their stock for the time being — by using their stock as collateral for a non-recourse loan. The firm was covered today by The Wall Street Journal, which reported that 137 Ventures is raising upwards of $100 million to be used as loans to employees at these hot companies; the Journal also reports that 137 Ventures will charge “12% interest on the loans, as well as a 10% fee paid in stock”. But Justin Fishner-Wolfson, a Founders Fund alum who now heads 137 Ventures, contends that the articles published today aren’t entirely accurate.

Fishner-Wolfson declined to comment on how much money 137 Ventures has raised, but he does say that the terms outlined in these reports are misleading, because deals are established on a case by case basis. 137 Ventures is in the business of making money, but Fishner-Wolfson says that it sets out to structure its deals such that it can share in the upside that an employee sees from their stock. He wouldn’t get into specifics, but deals often include a base interest fee on the loan in addition to a percentage of the upside on the stock.

If for some reason the value of the stock being used as collateral falls to zero, the employee is not responsible for repaying the loan. Because of this, each loan is an investment — 137 Ventures will only lend money to employees at companies that it sees having strong growth potential. The firm is working with employees from private, high growth-potential tech companies, but Fishner-Wolfson says he has a broad definition for “tech company” — he isn’t only talking about consumer-facing firms. He declined to mention any companies by name, but some logical guesses include Facebook, LinkedIn, and Zynga.

Also important is how these loans can affect employee incentives. The WSJ article included an example detailing how someone could use a loan to exercise their options and run (it explains that many employees can’t afford to exercise their options without outside funding). But Fishner-Wolfson paints a picture where these loans can actually help incentivize employees to remain at a company. In other words, he contends that 137 Ventures is giving employees an alternative to selling.

One common example: employees can use a loan to purchase their stock so that it can begin counting toward long-term capital gains, which will ultimately make it more valuable once there is a liquidity event. In fact, 137 Ventures has established friendly relationships with some companies to help set up this sort of tax benefit. Companies also like it because no stock changes hands as part of the loan, so there’s no impact on the cap table or a chance of ‘accidentally’ going public by having too many shareholders.

137 Ventures isn’t the first firm looking to capitalize on this new wave of stock-rich tech employees. See this report from Venture Capital Dispatch for more on the investors who are willing to buy up stock from Facebook and other companies, in the hopes of getting a big return onces these companies IPO.