How a pre-IPO note works
A dedicated, segregated compartment of a Luxembourg securitisation vehicle acquires or references shares in the target company, directly, through a secondary transaction, or via an existing holding structure. The compartment then issues notes with their own European ISIN. Investors buy the notes through their custodian bank, hold them in ordinary custody, and participate in the outcome of the underlying position according to the waterfall defined in the term sheet.
What changes for the investor
Everything operational: no cap-table entry, no subscription negotiation with the company, no capital call administration, a security that clears through Euroclear and Clearstream, and reference pricing published on Bloomberg by a regulated calculation agent.
What does not change: the economics remain those of a late-stage private company. Valuations are periodic, exit depends on a listing or trade sale that may not materialise on schedule or at all, and secondary liquidity in the notes may be limited.
Who uses pre-IPO notes
Family offices
Building positions in late-stage names alongside their liquid portfolio.
EAMs & private banks
Clients who ask for pre-IPO exposure they can actually custody.
Deal sponsors
Holding access to an allocation and syndicating it to professional co-investors in a clean, bankable format.
Questions to ask before investing
How is the underlying position held and what rights attach to it?
What is the valuation methodology and how often is it applied?
What are the fee layers between the note and the underlying shares?
What happens on IPO, on a trade sale, and on neither?
A well-structured pre-IPO note answers all four in its documentation.
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