Zayo's founder, Dan Caruso, built his M&A thesis on acquiring profitable but non-strategic fiber businesses—'fiber orphans'—held by 'accidental owners'. While the market considered all fiber assets toxic post-bust, these small operators were cash-flow positive. This contrarian insight allowed Zayo to consolidate undervalued, performing assets before competitors recognized the opportunity.

A few massive, highly anticipated IPOs like SpaceX are expected to absorb tens of billions in investor capital. This concentration of demand creates a difficult environment for smaller tech companies, as mutual funds and other large investors have a finite capacity for new stocks, crowding out other contenders.

The most lucrative exit for a startup is often not an IPO, but an M&A deal within an oligopolistic industry. When 3-4 major players exist, they can be forced into an irrational bidding war driven by the fear of a competitor acquiring the asset, leading to outcomes that are even better than going public.

Venture capitalist Bruce Booth explains that bankers, lawyers, audit firms, and VCs all have strong financial incentives for a company to go public. This creates systemic pressure that may not align with the company's best long-term interests.

While media often highlights the costs of being public, the valuation multiple is an overlooked benefit. A consistently growing small business can command a 20x P/E ratio, far exceeding the typical 3x cash flow multiple offered in a private equity buyout.

Contrary to the popular VC idea that IPO pops are 'free money' left on the table, they actually serve as a crucial risk premium for public market investors. Down-rounds like Navan's prove that buyers need the upside from successful IPOs to compensate for the very real risk of losing money on others.

To generate returns on a $10B acquisition, a PE firm needs a $25B exit, which often means an IPO. They must underwrite this IPO at a discount to public comps, despite having paid a 30% premium to acquire the company, creating a significant initial value gap to overcome from day one.

Despite private capital availability, the scrutiny of being a public company imposes healthy discipline. It forces better prioritization and maturity, which is ultimately beneficial for long-term growth and provides access to the world's deepest capital pools.

Companies like SpaceX and OpenAI command massive private valuations partly because access to their shares is scarce. An IPO removes this barrier, making the stock universally available. This loss of scarcity value can lead to a valuation decline, a pattern seen in other assets like crypto when they became easily accessible via ETFs.