Direct Secondary Transactions 

A quick, clean, outright purchase of securities. The buyer pays the entire purchase price up front and in cash to the seller. A direct purchase holds the least counter-party risk but results in fewer liquidity options because they can only occur in absence of certain transfer restrictions. 

  • Provides formal notice to the issuer of the intent to transfer shares
  • Correspondence with Issuer to gain company approval and waiver of any applicable right of first refusal
  • Prepare the share transfer agreement for execution between seller and buyer
  • Exchange of cash for the securities, whether directly or via escrow
  • Send the issuer the documentation needed to updates the share ledger
  • Transaction closes; seller has liquefied its position and buyer possesses proof of share transfer

Special Purpose Vehicles

Special Purpose Vehicles (SPV) are entities created for the purpose of holding the securities of a private company. SPVs are managed by a third party and generally have higher transaction costs. An SPV allows for earlier liquidity and are often the only option for small transactions.

  • Establish an SPV entity and prepare an offering memorandum for the SPV
  • Buyers subscribe as pro-rata investors in the SPV and send investment funds to the SPV 
  • Once all subscriptions are received, the SPV provides formal notice to the underlying issuer as a single buyer
  • Correspondence with Issuer to gain company approval and waiver of any applicable right of first refusal
  • Prepare the share transfer agreement for execution between seller and SPV as buyer
  • SPV sends investment funds in exchange for the securities, whether directly or via escrow
  • Issuer updates its share ledger and provides proof of ownership to SPV
  • Transaction closes; seller has liquefied its position, SPV possesses shares of the issuer, buyer owns interest in SPV

Equity Research Reports

Rainmaker Securities produces quarterly research reports on dozens of companies. Our reports include analysis of each company's background story, business model, addressable market, management team, and investors. In addition, we create quarterly executive summaries to provide a quick, snap-shot of each company.