After two years of a dedicated experiment, we’ve decided to stop making new investments via our FG Angels Syndicate. We’ve learned a lot, achieved some of our goals, but ultimately have decided that the effort required to maintain our investment pace on AngelList is too great for us, at least for now. More on that in a bit, but let’s start with some history.
The Monday after AngelList announced their Syndicate product in September 2013 we decided to to jump in with both feet and start FG Angels. As a result, we were one of the very first syndicates and the first VC firm to create a syndicate.
We had several high level goals:
It took a few months for AngelList to gear up Syndicates so that they actually worked. As a result our first investment wasn’t made until early January when we invested in OnTheGo Platforms, which was just acquired by Atheer.
Our plan was to make 50 investments, directly committing $2.5m from our funds ($50k from us for each investment) through 2014. When we did a retrospective on our first year of FG Angels, we had invested in 42 companies. Seth did a nice job of summarizing what the deals and the syndicate activity for the first year looked like.
Our plan was not to generate investment deal flow for us to follow on with our main funds. Instead, we took a one time seed investor approach patterned after an angel strategy that I’ve used for almost 20 years that has now generated a realized return over 10x invested capital and still has about half the money at play.
We’ve ended up investing in three companies through our main funds that we had invested in first with FG Angels (Mattermark, Revolar, and Havenly). However, both Revolar and Havenly went through accelerator programs that we are involved with (Techstars and MergeLane, respectively), which allowed us even more perspective into working with them.
We decided to continue making FG Angels investments through 2015 at about the same pace. By the end of 2015, we had made a total of 65 FG Angels investments. We have 49 funded Backers, a 236 unfunded Backers, a total syndicate backing of $976,653, and an estimated 30 day raise of $171,058.
At the end of 2015, we revisited the goals I mentioned at the beginning of this post. Let’s see how we did and what we learned.
Goal 1: Understand how AngelList and Syndicates worked by actively participating: In addition to understanding in depth how AngelList and Syndicates worked, I’d like to think we helped Naval and his awesome team at AngelList on figuring out the legal, workflow, and UX dynamics around AngelList. We’re fans of both AngelList and Syndicates and it was important to us to give back to the platform and help them work through the dynamics involved in creating and rolling out their Syndicates product.
Goal 2: Be able to experiment with seed investments outside our themes: While we did a lot of investments outside our themes, we generated very little incremental learning on our part. While we could be very helpful in a generic early investor way, the time to value ratio was way off in both directions. While we regularly did short, quick hit help via email, whenever someone wanted to spend an hour or more with one of us, we eventually realized that our investment and ownership in the company was dramatically underweighted. And, this took time away (we each have a finite number of hours each week) from companies we had much larger investments in. We also realized that we were getting the experimentation value and learning at a greater rate from our deep engagement in Techstars.
Goal 3: Extend our network of entrepreneurs and angel investors: As we expected, our network of entrepreneurs was expanded (by about 150 people across the 65 companies.) These founders are active members of our portfolio and our goal is to be helpful to them any way we can, given time constraints. However, we have been disappointed in how we have – or haven’t – been effective at building a broader network of angel investors. We’ve made some new friends and built strong connections with a few angels in the syndicate, but we’ve struggled to build any kind of extended community. The tools for this on AngelList just aren’t there yet and we haven’t committed the resources to do this separately. And, ultimately, some face to face time is likely needed which we haven’t been willing to do.
Goal 4: Generate additional economic returns for our funds: We’ve invested about $3.2 million in FG Angels and are excited about the portfolio. However, it’s a very early stage portfolio that will take a very long time to mature. Even when you include the carry we are getting on FG Angels (15%), this total amount represents less than one fund investment on our part (our typical investment size is $5m to $15m, with this growing to as much as $40m when you include our late stage fund.) Even if we generate a huge multiple on our overall FG Angels investment (say 10x), the impact on our fund return is limited given the size of the investments we were making.
Ultimately, we’ve decided that the effort that we are putting into FG Angels is too great for us to continue on in the way that we’ve have been for the past two years. However, by running the experiment, we’ve better understood the leverage points at the angel / seed level that AngelList and Syndicates create, which for some investors, and many entrepreneurs, is very powerful. Finally, we’d like to believe that we’ve contributed to the evolution and dynamic of angel / seed investing through this effort.
While we are no longer going to be actively making FG Angels investments, every now and then we might do something out of FG Angels. We continue to believe that AngelList Syndicates is an effective platform for companies and investors. We simply felt that we needed to better balance the time and effort we were spending on FG Angels relative to the weight it has in our overall portfolio.
It’s important to all of us at Foundry Group to experiment around the edges of our industry and to push the boundaries of the venture model to find new and innovative ways to create value for our investors while supporting as broad a set of entrepreneurs as possible. We’ll continue to look for ways to do that.
Six weeks ago I wrote a post titled The Silliness Of Recapping Seed Rounds. I described a situation that occurred in one of our FG Angels investments that I thought was short sighted on the part of the VC involved and the CEO of the company. I characterized the situation as “silly” and specifically didn’t call out the people as my goal was to be instructive around the startup landscape, not to complain (we are big boys and will deal with whatever) or to try to generate a different outcome. I accepted what happened, wrote my post, and moved on.
Over the next few days I had a few emails and phone calls with the VC and the CEO. I was told that my post generated some attacks, both professional and personal, and plenty of thought and reflection on the situation.
I was willing to engage (even though I said I was done in my post) due to my “fuck me once” rule. If you aren’t aware of it, I wrote a chapter about it in Do More Faster (although Wiley made me call it the “screw me once rule.”) While the exchanges had a little emotion in them, they were generally calm and rational.
At some point, I was asked directly by the CEO what I would have done in the situation. My answer was simple – I would have given the early seed investors some percentage of the company as part of the financing. Given the amount raised, the new financing, and the cap, I would have asked the seed investors to waive the terms and instead accept a smaller percentage of the company than they would have otherwise gotten. Instead of pricing the new round at $100,000 pre-money (effectively wiping out the several million dollars of seed money already raised and spent), I would have set a higher pre-money but sized it to be reasonable given all the other dynamics.
When asked what the range I would give to the seed investors post financing, I said 10% – 15%. I didn’t do spreadsheet math to get there – I just figured that the economics of the round ended up with the seed round getting about 33% (the max I think most seed rounds should end up getting) and then take meaningful dilution from there.
The CEO committed to doing something here, which I told him I respected. Yesterday, I got the docs giving the seed investors, which included the FG Angels group, 12% of the post money cap table.
I’m glad the CEO and the VC investors did the right thing. I also appreciate it as it sets an important tone in the seed stage ecosystem. And, most of all, I’m happy to give them all another chance in my book.
Here’s the scenario. A company raises $2m of seed money from angels in a convertible note with a $6m cap. Assuming equity is raised at or above that cap, the total dilution, before the new money, is 33% (equivalent to an equity financing of $2m at a $6m post money valuation.
The company spends the $2m building and launching their first product. The first release is underwhelming, but they iterate aggressively, with feedback and support from some of their angel investors. The product gets a lot better. They go out to raise a Series A, but there are no takers. The feedback is “come back when you’ve made more progress with customers.” They are running out of money.
One of their angel investors, who happens to be a VC firm, decides to invest another $500,000 in the company. But instead of adding it on to the note or doing an equity round with a price, which could still be an early stage price but below the cap, they make the argument that since the company couldn’t raise a round, the company is worthless.
So they recapitalize the company. The term sheet converts all the convertible debt into a post-money valuation of $100k, essentially making the convertible debt worthless. The new money comes in at a pre-money valuation of $100k, but includes a complete refresh of founder equity to 40% of the company. So the new investment gets 60%, the founders get 39.9%, and the $2m of seed money gets 0.1%.
As part of this, all of the seed investors get a chance to participate in the round prorata to preserve their ownership percentage. But this equity round is going to be controlled completely by the VC who just did the recap.
Yup – this just happened to us in an FG Angels deal. It blew my mind. We signed the paperwork, wrote our investment off, and walked away. We have no interest in re-investing alongside a VC firm that doesn’t respect a $2m investment by seed / angel investors. While we understand the pressure the founder was likely under, we don’t accept the notion of the bribe where the founders get 39.9% and the investors, who put up $2m in a convertible note, get 0.1%.
Sure – it happens. It usually happens in a later round, when the company is in fact worth much less than the liquidation preference overhang and insiders use a pay-to-play and a low valuation to reset the preferences and the cap table. The founders usually get wiped out completely, but existing management usually ends up with new options for between 10% and 20% of the company. It’s not pretty, but it happens.
But in this cycle, I hadn’t seen it in a seed round.
When I made 40 seed investments between 1994 and 1996, I had a philosophy that I’d double down on a seed investment. If I put $25k into a company, it made progress, but couldn’t get to the next level where it could raise a round, I’d offer up another $25k at the same price. If I was leading a gang of friends (that’s what I called it before the word syndicate started to be used), and that gang had put in $200k alongside my $25k, I’d encourage my gang to do the same, and they often did. In some cases this turned into nothing, but in a few cases it had magnificent outcomes for me and my gang, along with the entrepreneurs. And, everyone, in either case, felt good about how things played out.
We are big boys and are fine walking away from investments that aren’t working. But it galls us when we make bad people decisions, which happens sometimes, but not that often anymore. In this case, we misread the respect – or lack thereof – that a co-investor and an entrepreneur would have for the other seed investors and the seed capital that helped them get a product built and into customer hands.
While I wish them well as a company, the individuals are no longer part of our gang. And the VC is a firm we have no interest in ever working with again. The entrepreneur and the VC may not care at all, and that’s fine with us, but we’ll remember the behavior for a long time.
In a single turn game, this might be rational behavior. But in a multi-turn game that lasts for a very long time, across multiple contexts, this is a bad strategy. And developing a reputation for recapping seed rounds is, in my book, silly.
Matt Blumberg, the CEO of Return Path, has an outstanding post up this morning titled The Difference Between Culture and Values. Go read it, I’ll be here when you get back.
If you liked that, go get a copy of Matt’s book Startup CEO: A Field Guide to Scaling Up Your Business. It’s one of the books on my list of books all CEOs should read.
Matt distinguishes between culture and values. His punch line, which he reveals early, is:
Values guide decision-making and a sense of what’s important and what’s right. Culture is the collection of business practices, processes, and interactions that make up the work environment.
At Foundry Group, we have a slight modification to how we think of values. Supporting our values are a set of “deeply held beliefs.” These deeply held beliefs tangibly define our values and give us a frame of reference to operate.
For example, one of our deeply held beliefs is that “we will never grow.” Each of our funds is $225 million, we have four partners and no other investment staff, and we work out of the same office we’ve worked out of since we started in 2007. We’ve had opportunities to raise much larger funds and have considered it in the past given a variety of factors. But, we kept coming back to this deeply held belief and realized that raising a larger fund would violate our brand promise of only raising $225 million funds.
Our deeply held beliefs are fundamental to our values, although we are comfortable challenging them regularly to make sure they are deeply held, and make modifications on occasion when we learn new things but only after a lot of thought and discussion, among ourselves and with several of our very close limited partners.
For example, when we started we said “we’ll make around 10 new investments a year.” This came from a belief around the importance of time diversity of investing – we have a three year time horizon for making the 30 or so initial investments in the companies we want in each fund.
Until 2013, we made between 8 and 14 a year, which is close enough to 10 (although the year we did 14 was a year where we all said “too much – slow down.”) But at the end of 2013, when the JOBS Act became official and AngelList created Syndicates, we decided to understand the phenomenon better by participating in it. So, rather than sit on the sidelines, observe, and prognosticate about angel / seed investing, we created the FG Angels Syndicate on AngelList and have done around 60 seed investments in the last 18 months.
Another example of a re-evaluation of a deeply held belief was our decision to create our Foundry Group Select Fund. Until we created this fund, we limited the amount that we could invest in a company to $15 million. We would occasionally go a little higher (the most we have invested in a company from one of our funds, other than Select, is $17 million) but, especially with successful companies, we were limited to what we could do in the later rounds. During a particularly challenging financing for Fitbit, which we believed deeply in at the time as an unambiguously successful company, we were frustrated that we couldn’t write a big check in the financing. We talked to our LPs about what we were thinking, quickly raised a late stage fund to invest on in our later rounds for our portfolio companies, and made our first investment from that fund in the last round Fitbit did in 2013. With Select, we are no longer limited to investing $15 million per company.
Matt states in his post:
“A company’s values should never really change. They are the bedrock underneath the surface that will be there 10 or 100 years from now. They are the uncompromising core principles that the company is willing to live and die by, the rules of the game.”
I strongly agree with this, although I have one nuance. It’s hard to be absolutely correct at the beginning of the journey. So, instead of being dogmatic about values you created when you were three founders in a cafe somewhere, make sure you have one layer of abstraction about how you implement them, that can be tuned over time. For us, these are our deeply held beliefs, which support our values, but can be tuned as we learn new things. But, because they are deeply held, they can only be slightly modified, rather than torn up and replaced.
If you’ve been following along at home, you know that we recently created an AngelList Syndicate called FG Angels. Our goal is to make 50 investments through AngelList before the end of 2014. We’ll contribute $50k to each investment; our FG Angels Syndicate will contribute up to $450k.
Shortly after doing our first few investments, I got a really nice email from a member of Impact Angel Group, a Colorado-based angel group that organized an investment in the FG Angels syndicate. It shows a second order effect of what we are trying to accomplish with FG Angels. I thought it was worth sharing.
I just wanted to say thank you for all of your work in breaking through the red tape to put together FG Angels. I believe all of our committed members have completed their investments as individuals and we have made our first investment through the LLC we put together.
We really appreciate the time you spent to answer our questions and work through the details. I thought it might be helpful for you to see the positive impact you are making for our small group, which I’m sure can be multiplied a hundred times over. As you all know, herding angels and getting new angels to actually pull the trigger is not an easy task. FG Angels has helped us address all of our major angel-herding challenges through the following:
We recently funded Blinkfire Analytics using our FG Angels Syndicate. The CEO and founder, Steve Olechowski, was co-founder / COO of FeedBurner, which Google acquired in 2007. I was an investor and on the board of FeedBurner, which is how I got to know Steve.
If you don’t know the FeedBurner story, there were four FeedBurner founders – Dick Costolo (now CEO of Twitter), Eric Lunt (now CTO of BrightTag and until recently a board member at Gnip, which Twitter just acquired), Matt Shobe (now at AngelList), and Steve.
In addition to bootstrapping his new company forever (since he’s a multi-time successful entrepreneur), Steve could easily raise an angel round any time he wanted to. So, we were psyched he was willing to do an FG Angels Syndicate with us.
Steve had some unsolicited comments for me, AngelList, and angels as a result of the process. I asked him if I could post them – he said yes. Following is a thoughtful set of reasons AngelList is so powerful, along with some constructive feedback for us to consider.
1) Some of your backers are really good citizens. When it was oversubscribed they kept their syndicate commitment, but offered a much bigger investment outside the syndicate. When 50% of the money didn’t close, they went back and put it back into the syndicate.
2) You have a bunch of “shadow backers” who seem to follow your investments, and then try to go direct to invest to avoid paying your carry.
3) There are some backers that request an awful lot of due diligence for a $1000 investment. If they are that worried about losing $1000, perhaps AngelList isn’t the right place for them to be investing.
For us, the benefits of the syndicate are:
1) Access to capital we wouldn’t have otherwise been able to raise on angel list, and offline
2) Keeping the number of entries on our cap table relatively small
3) Though #2, we still have the transparency of knowing who the “LPs” are, and can mine them for help if needed
For the investors, the clear benefits are:
1) Access to deal flow they wouldn’t otherwise get
2) Ability to diversify their funds without a huge minimum ticket
3) Piggybacking on an investment thesis without having to do the research
The only negatives so far are the days of uncertainty where do you don’t know how much is going to get filled and if you need to generate more demand or turn people away on a daily basis.
Google dominates search. Sure, there’s a thing called Bing and a few other choices out there, but everything ends up being the blue and purple link thing curated mostly by machines.
In an effort to experiment with a different approach, we recently led an AngelList syndicated investment in one potential search challenger, a Kansas City based startup called Leap.it who is taking a different approach based on the belief that machine-based algorithms can only get you so far. They hypothesize that by injecting social and real-time data, along with interactions with real people, your search results become much better.
When you first visit Leap.it you will immediately notice that they completely do away with search lists. Instead, their search results are presented in cards that include web, video, social, and image previews.
What I find most compelling are Leap.it Perspectives. With Leap.it, anyone can collect, collaborate, and share results on any subject and then have them show in future, related search results. I have a few of my own Perspectives that highlight my background:
If you find something missing from any of these perspectives, you can add to the perspective once you’ve logged in.
Fundamentally, Leap.it is trying to integrate the notion of search directly with the real-time web and the extended social network faciliated by services like Facebook, Twitter, and LinkedIn.
Give it a try, create a perspective, and tell me what you think of it.
Google dominates search. Sure, there’s a thing called Bing and a few other choices out there, but everything ends up being the blue and purple link thing curated mostly by machines.
In an effort to experiment with a different approach, we recently led an AngelList syndicated investment in one potential search challenger, a Kansas City based startup called Leap.it who is taking a different approach based on the belief that machine-based algorithms can only get you so far. They hypothesize that by injecting social and real-time data, along with interactions with real people, your search results become much better.
When you first visit Leap.it you will immediately notice that they completely do away with search lists. Instead, their search results are presented in cards that include web, video, social, and image previews.
What I find most compelling are Leap.it Perspectives. With Leap.it, anyone can collect, collaborate, and share results on any subject and then have them show in future, related search results. I have a few of my own Perspectives that highlight my background:
If you find something missing from any of these different perspectives, you can add to the perspective once you’ve logged in.
Fundamentally, Leap.it is trying to integrate the notion of search directly with the real-time web and the extended social network faciliated by services like Facebook, Twitter, and LinkedIn.
Give it a try, create a perspective, and tell me what you think of it.
When the JOBS Act was finalized, one of the rule changes that had a lot of fanfare around it was the increase in the number of shareholders a private company could have. Prior to the JOBS Act, it was 500, after which point the company had to register and report to the SEC just like it was a public company (even if it hadn’t gone public.) This was a major issue for many fast growing companies that either went through strange contortions not to have 500 investors, or filed with the SEC to get no-action letters. There were plenty of nuances around this rule and I was in the middle of several situations that structured around it legally. Each time it was a lot of overhead for the company in question, none of which added anything to the system except fees to the lawyers.
Lifting the number of investors to 2000 seemed to make sense. In the situations I was involved in it would have immediately solved the specific problem. So that’s good.
But ever since we started working with AngelList on FG Angels, we’ve been wrestling with something called we’ve been referring to as the 99 Investor Problem. We structure our investment in companies via an LLC that has all the individual FG Angels syndicate members in it. This simplifies life for the company as they only end up with 1 investor – the FG Angels syndicate LCC – rather than a bunch of individual investors. At this point we have 217 backers in our syndicate, so with us each company would end up having 218 separate investors if we didn’t use the LLC.
If everyone was on the cap table, the company would have to chase down 218 signatures for everything. Instead, using our approach, they have effectively two investors – our FG Angels syndicate (one investor) and Foundry Group (another investor). Two signatures. Much easier. We handle the Foundry Group signature. AngelList handles the syndicate signature.
Except it doesn’t work that way. The SEC limits an LLC to having 99 investors. So we can only have 99 of the 217 syndicate members participate. Now, there’s a nuance that excludes “qualified purchasers” (QPs) – individuals with $5M in assets and firms with $25M in assets – from the 99 investor count. Overall our QPs + the top 99 investors in our syndicate represent $321,000 based on committed amounts to FG Angels. If you include the balance of the 237 members, we end up at a syndicate of $439,000. The company then gets our commitment of $50,000 on top of that.
As a result of this 99 investor limitation, we have two disappointing problems. First, we have over 100 investors who would like to invest in our syndicate with us who get excluded because of the 99 investor rule. Next, there is $118,000 per investment that we’d like to include in each syndicate that the companies we are investing in won’t get. Bad for the companies and bad for the investor.
We’ve spent lots of time over the past 60 days trying to solve the 99 investor problem. At this point, we’ve run into a dead end. We’ve tried multiple LLCs – that doesn’t work as they end up getting viewed as a single entity. We’ve tried other structures – that doesn’t work. We’re certainly open to ideas at this point.
In the mean time, until we solve this, AngelList is making the following changes to their Syndicates product.
– Qualified Purchasers: AngelList will include all Qualified Purchasers (individuals with $5M in assets and firms with $25M in assets) in each syndicated deal as they are exempt from the SEC’s 99-investor limit. We will soon email your backers to determine if they are Qualified Purchasers (QPs) and we will update your syndicate management interface to indicate the QPs.
– Top 99 Backers: The next time you syndicate a deal, we will include all QPs and the top 99 non-QPs by commitment amount. You can override this default to include specific backers who are not in the top 99. The top 99 backers will change dynamically as backers adjust their backing amounts.
– Funds: We are working on new funds products to allow additional investors who are not in your top 99 backers or QPs to participate in your syndicated deals.
– Notifying Backers: Finally, we will notify your backers of the SEC’s 99-investor restriction this week and give them the opportunity to change their backing amounts.
We are bummed about this because part of our goal is to build a very large angel network as a result of the FG Angels activity. The 99 investor rule directly undermines this, and limits the amount of investment and support for the companies we are investing in. It’s another example of the challenges of the JOBS Act and another discovery on our part of the “miss” between the goal of the new law and the implementation.