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BFD Expert Voices - Private Credit

BFD Expert Voices

Tender activity will soon overtake IPO volume, Nasdaq Private Market CEO Tom Callahan predicts, as late-stage private companies turn to structured liquidity over public exits.

Why it matters: Slowed IPO and M&A markets have made tenders the main liquidity valve for venture investors under pressure to return capital to LPs.

Context: Nasdaq Private Market has facilitated more than $60 billion in private company tender offers for over 800 companies, representing roughly 65% of the tender market.

Callahan previously led global cash management at BlackRock and ran NYSE's U.S. futures exchange.

(This interview has been edited for clarity and brevity.)

Axios: What's happening in the tender market these days?

Callahan: "The tender market has exploded. We did $3.5 billion in tenders in 2023, $6.5 billion last year, and we expect to handle $15 billion this year.

The total market this year will be around $30 billion. These numbers aren't publicly reported, but we compete on deals and have a pretty informed view.

For comparison, the entire IPO market [in the Americas] in 2024 was only $33 billion. I'd predict that in the next few years, tender volume will significantly outpace IPO activity."

Who's on the buy side for these transactions?

"It's everyone these days: venture firms, crossover funds, sovereign wealth, mutual funds, high-net-worth individuals, and increasingly dedicated secondary funds.

The most interesting group right now is retail. People want exposure to SpaceX, OpenAI, Anthropic, and others. But companies don't want retail on their cap tables — and many of those buyers don't meet accreditation requirements."

Are you seeing more interest from VCs to sell their shares?

"Yes. Liquidity back to LPs is at the lowest level since the global financial crisis. IPOs are dormant, M&A is dormant, and secondary trading outside of tenders is dormant.

VCs used to hate secondary liquidity — now they need it. LPs are demanding distributions, and GPs are becoming some of the most active sellers on our platform."

How do you solve for information asymmetry in private transactions?

"It's a big reason the tender market is nearly 10 times the size of the secondary trading market.

In a tender, investors get access to forward-looking financials, risk factors, and even management — all under NDA. That's the kind of information fiduciaries need to make informed decisions.

In contrast, if you're buying 2 million shares from a former employee in a secondary block, you get none of that. Companies aren't opening the books for one-off sales."

What's your view on efforts by companies like Robinhood to tokenize private shares?

"Most of those models will fail. Private markets are trilateral: buyer, seller, and company all have to agree. And companies can block trades for any reason.

Tokenized shares don't override that. It's like someone selling you a tokenized membership to Augusta National — it doesn't make you a member. If OpenAI doesn't approve a transfer, you don't own OpenAI shares."

Expert voices: Nasdaq Private Market's CEO talks tenders

Callahan says tenders could soon overtake IPO volume.

Photo illustration of Tom Callahan next to a pattern of Nasdaq Private Market logos.

Photo illustration: Axios Visuals. Photo: Courtesy of Nasdaq Private Market

Tender activity will soon overtake IPO volume, Nasdaq Private Market CEO Tom Callahan predicts, as late-stage private companies turn to structured liquidity over public exits.Why it matters: Slowed IPO and M&amp;A markets have made tenders the main liquidity valve for venture investors under pressure to return capital to LPs.

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Expert voices: Nasdaq Private Market's CEO talks tenders

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