I received a number of comments, private emails, and a few links to my post on Venture Capital Deal Algebra. The consistent theme was “tell me more about how VC investments work.” As a result, I’m going to write a series of posts on the structural and financial components of a typical venture capital investment. I’m going to use a bottom up approach – talking about individual components over time and then tying them together in a comprehensive term sheet.
An important place to start is the concept of a liquidation preference. Fred Wilson hints at it in his post on valuation. A liquidation preference is a standand (and rarely negotiable part) of a VC investment. It’s the downside protection on an investment that VCs expect to have as a baseline of any equity investment.
The vast majority of VC investments are structured as preferred stock. It’s called preferred because it “sits in front of” the common stock (or is “preferred to the common”) where common stock is the plain vanilla stock that a company has. Typically in VC investments, founders receive common stock, employees receive either common stock or options to purchase common stock, and the VCs receive preferred stock. This preferred stock has a series of special rights which almost always include a liquidation preference. The liquidation preference means that the VC will have the option – in a liquidity event – of either receiving their liquidation preference as their return or converting into common stock and receiving their percentage ownership as their return.
Consider the following example. Acme Venture Capital (AVC) makes an investment in an established company called Homer Software that has been bootstrapped by the founders. Homer Software has shipped a product in an exciting market and generated $3m of revenue in the past 12 months. AVC invests $5m at a $10m pre-money valuation. As part of this investment, AVC and the founders of AVC agree to a 20% option pool for new employees that are going to be hired to be built into the pre-money valuation (see Venture Capital Deal Algebra if this doesn’t make sense). The result is that AVC owns 33.3% of the company, the founders own 46.7% of the company, and 20% is reserved for options for employees. In this example, AVC purchases Series A Preferred Stock that has a liquidation preference.
Now – consider two outcomes.
When cash or public company stock is used in an acquisition, the valuation can be mathematically determined with certainty. However, when the acquirer is a private company, the valuation is much harder to determine and is often ambiguous as it depends on the value of the private company and the type of stock (common, preferred, junior preferred, or some other special class) being used. In these cases, the use of the liquidation preference is less clear cut and it’s critical that the company have objective, outside (independent) directors and experienced outside legal counsel to help with determining valuation.
One exception to the liquidity event is an IPO. Typically, an IPO will force the conversion of preferred stock to common stock, eliminating the liquidation preference. In most cases, the IPO event is an “upside liquidity event” so the need for the liquidation preference (and corresponding downside protection) is eliminated (although this is not always the case).
Next up – To Participate or Not (Participating Preferences) – an often maligned and typically hotly negotiated issue that is a more complex form of liquidation preference.
Educating Esme: Diary of a Teacher’s First Year is my new best book of the summer. It’s a diary of Esme Raji Codell’s first year as a public school teacher (fifth grade) in Chicago. It is hilarious, sweet, sad, inspiring, disheartening, uplifting, and deeply insightful.
Esme’s got a great web site at Planet Esme – A Wwwonderful World of Children’s Literature. This woman needs a blog!
Esme Codell has a new fan – me.
Dan Bricklin has a great essay on his site today titled Software That Lasts 200 Years. Dan is indubitably one of the world’s great software visionaries and his thoughts are always worth reading.
This essay was especially poignant for me since the first significant custom software application I wrote is still in use today. I wrote the Bellflower Dental System (a patient management, scheduling, and insurance billing system) for a large dental practice in 1985 and deployed it in 1987 (amazingly, their phone number is the same as it was in 1985, except the area code has changed from 310 to 562). Bellflower Dental Group is a large practice (at the time, they had over 50,000 patients) and the system was incredibly complex. My first company – Feld Technologies – continued to do work on it through 1993 when I sold the company to AmeriData. AmeriData continued to support the application until I left in 1995 since by that time I was pretty much the only person around that could modify the software without breaking everything. Once a year, until about 1999, I got a call from my friends at Bellflower and made a trip out there to tune things up. In 1999, we had to modify a bunch of the system for the year 2000 bug (yes – we had it everywhere – who would have thought that this would still be working 15 years later in 1985). I hired Dave Jilk – who was my partner in Feld Technologies and between gigs – to do this since I simply didn’t have time to do it. After this experience, we finally hooked them up with some local consultants that knew DataFlex – the language the system was written in (amazingly DataFlex – is still around today) and the software – as far as I know – has continued to work. Twenty years is a long time for any software system – especially the first one I actually created.
Now – a dental billing system is not an example of what Dan calls Societal Infrastructure Software (SIS), but it is an example of Software Durability, which is one of the tenants of Societal Infrastructure Software. In his essay Dan states, “We need to start thinking about software in a way more like how we think about building bridges, dams, and sewers. What we build must last for generations without total rebuilding. This requires new thinking and new ways of organizing development. This is especially important for governments of all sizes as well as for established, ongoing businesses and institutions.”
Dan’s argument for the need for Societal Infrastructure Software includes:
Dan uses the analog analog of civil engineering in his essay. The first formal computer science classes I took at MIT was Course 1.00: Introduction to Computers and Engineering Problem Solving so the analog struck close to home. Dan is clear that these ideas are only for one part of the software world. He specifically is responding to his thoughts as a result of writings and actions of the Massachusetts State Executive Office for Administration and Finance as it deals with its Information Technology needs.
The essay is definitely worth reading if you are in the software industry.
I appear to have several people in my life (Amy Batchelor, Dave Jilk, Chris Wand, and Steve Bayle) who view correcting my grammar, spelling, punctuation, and word usage as part of their role on this planet. I did not ask for this; however, I tolerate it because they have other useful traits (Amy just looked over my shoulder and said, “Great use of the semicolon; hot!”)
In an attempt to lower their workload, I read Eats, Shoots & Leaves: The Zero Tolerance Approach to Punctuation. I learned a lot which will hopefully be reflected in my future punctuation efforts. Unfortunately, the author is a brit so you might get some foreign usage.
This book is a ton of fun and a must read for anyone that writes anything (including text messages). One of my chronic problems is the placement of punctuation when quotes are involved. Truss, the author, has a good section on this where she enumerates the rules (with examples – although I’ll just give you the rules so I don’t spoil the book for you.)
For the Americans in the crowd, a full stop is the same as a period and inverted commas are the same as quotation marks. Oh – and Truss graciously says something to the effect of “none of this applies in America since American grammarians insist that, if a sentence ends with a phrase in inverted commas, all the terminal punctuation for the sentence must come tidily inside the speech marks, even when this doesn’t seem to make sense.” If you’ve followed all of this, now you understand why Her Majesty’s Kingdom lost the Revolutionary War.
Does this remind you of the interminably long hour a day of ninth grade honors English you had to endure from Mrs. Dowdywonker? I’ve decided on a new rule which is “do whatever the hell you want with the punctuation near ending inverted commas!”
I don’t read much history – for some reason I don’t get into it. I do like biography and get most of my “history reading” from it. So – it’s always special when I can get a bunch of biography, history, and – well – CHARACTERS – all in one book.
Amy and I were with our friends Nick and Helen Forster at The Kitchen in Boulder about a month ago. Somehow the topic turned to our families and genealogies. Nick was talking about growing up in this old mansion in upstate New York and eventually suggested that I read The Astor Orphans: A Pride of Lions. Nick’s a fascinating guy that – with Helen – runs etown (a weekly radio show produced in Boulder) – so I figured it’d be fun to find out more about his ancestors, especially a group he referred to as “eight kids who were direct decendents of the Astor’s who lost their parents when the oldest was a teenager and rattled around in this huge house I grew up in.”
What a book. The Astor Orphans are the ten owners of Rokeby who were bequeathed the property by their mother – Margaret Astor Ward Chanler – for them to “share and share alike.” The next year, the children (aged fifteen to three), lost their father John Winthrop Chanler. These kids were direct decendants of John Jacob Astor (the richest man in America at the time). They belonged to America’s social and economic elite (which you can infer from their names – Winthrop, Stuyvesant, Livingston, Astor, Beekman, Armstrong, White, Ward – you get the picture).
The book traces their lives. Several died young, so the main characters were the eight kids who lived to be 50 or older. They accomplished amazing things in their lives, had great adventures, and were hugely entertaining and – in many cases – scandelous characters for the age they lived in.
After I finished, I dropped Nick a note saying “It was fabulous – definitely a different world then the one I grew up in. Now that I have all the relationships / context, tell me how you fit.” Nick wrote back “My great grandfather is Lewis Chanler, the one who was Lieutenant Gov. of New York and one of the brothers who committed Archie to Bloomingdales asylum. He was also the pioneer of Legal Aid, apparently, going down to the Tombs and representing clients for free. The house, Rokeby, is where I lived before I moved to Colorado in ’75. Oddly, the current batch of cousins in Rokeby are equally related (by marriage) to both my mother and father.”
What fun! The Archie that Nick refers to was the oldest (and wildest) brother. His younger brothers decided he was crazy and put him in an insane asylum named Bloomingdales. Given the laws at the time, Archie ended up getting stuck for four years! He eventually escaped to Virginia and was declared sane there, but couldn’t go back to New York for fear of being put back in the asylum. Seventeen years later he was finally declared sane again in New York, after waging a huge legal war on his situation and the “lunacy trust” of the United States. He coined the phrase ‘Who’s Looney Now” and – ironically – turned into a major eccentric as he got older. In a complex, magnanimous gesture, he “forgave” his “ex-brothers and ex-sisters” (as he referred to them) after he was declared sane, saying “let bygones be bygones.”
This book is 300 pages of riotous stories around the history of this incredible group of wealthy and eccentric orphans. As with any biography, there are tedious parts, but precious few, as the flavor and history of the time they grew up in is a fascinating contrast to our always connected email cellphone airplane (eventually teleporting) world.
There are also great lessons, as Nick finished his note to me with “My mother, Clare Chanler, also was raised in England and then came back to NY in the 30’s. She had the full glory of the family fortunes, but it pretty much ran out on her generation, which was fine with me – truly. I went to some good schools and grew up around a lot of beautiful houses, but I could see that the dough was not the secret. I have the benefit and the burden of learning that early and then trying to combine ambition with purpose, a tricky balancing act. ”
May we all be so lucky, talented, and humble as Nick.
I was in the middle of responding to an email and I used Visicalc as an example to make a point (remember Visicalc?). I couldn’t remember how to spell Bob Frankston’s last name (I’ve been friends with Dan Bricklin, the co-investor of Visicalc since I lived in Boston – but I’ve never met or talked to Bob) so I did a quick Google search on Visicalc.
I hit the jackpot. Dan has a copy of Visicalc that you can run on a PC. I downloaded it and three minutes later I was staring at the Visicalc screen from my childhood (the first time I ran Visicalc was when I was 13). The MS-DOS version is 27,520 BYTES. That’s 27k. Not 27MB. 27k. Smaller than most GIFs and JPEGs.
I poked around on Dan and Bob’s sites. Dan has a bunch of great stuff on his site (hey Dan – your hair isn’t gray). Bob has some long essays on it on his site.
Amy (my wife – who still pines away for the days of Lotus Agenda) just walked in and – after seeing Visicalc up on my screen – said “What was wrong with DOS anyway – wasn’t it good enough – at least I could find all of my files.”
Dan / Bob (who I still don’t know, but feel a special character-based and forward slash bond to) – thanks for the memory. / S Q Y.
Steve Bayle has appeared in the blogosphere. He made an audacious entrance into my NewsGator Online Services custom search feed for “Brad Feld” where he asserted that I don’t know jack about naming things (he’s correct – my first company was creatively named Feld Technologies, proving Steve’s point).
I’ve been involved with two of Steve’s companies. The first was Mainspring which went public in July of 2000 and then was acquired by IBM. Softbank Technology Ventures and Flatiron Partners were investors and I sat on the strategic advisory board. Mainspring had a happy ending, but I didn’t have much to do with it as my involvement was light (but hopefully appreciated).
The second was Throughline which didn’t have a happy ending, but had some useful entrepreneurial lessons. Throughline was a classic seed investment. I knew and liked Steve. We sat down one day in NetGenesis’s office in Cambridge in 1998 and he walked me through his idea for a business that was a web-based broker for services that entrepreneurs needed (real estate, HR, technology services – that sort of stuff). He had a nice handcrafted PowerPoint presentation (yes – with more than six words per slide), a lot of passion and energy for the idea, credibility with me, and a partner who I liked (Laura Ring – who had previously been executive director at the Mass Telecom Council and had been involved in starting up the PWC High Tech Services Group in Boston). We spent some time talking about the idea over the next month and quickly decided to do a small seed investment ($500,000) to see if we had anything.
Shortly after the seed investment, we started working closely with Silicon Valley Bank on the idea. Their primary customer – entrepreneurial / venture funded companies – was our target and by 1998 everying was in high energy mode in the run up to the Internet bubble. They quickly invested (I can’t remember whether it was just equity or equity and debt) and we started testing out our thesis. We did a lot of seed stage stuff (small office, small team, lots of testing the ideas, prototype of the site, building relationships, and defining the business more clearly). We then started looking for a co-investor to build out a first round (Series A financing).
I recall that the idea landed with a huge thud. We got a lot of feedback – much of it positioned as “nice idea guys, but the market is too small and it’s not a venture-financeable concept”. In hindsight we were probably lucky – by mid-1999 / early-2000 VCs were flinging money at anything and Throughline would have easily been funded with much too much money. I don’t remember too many difficult conversations as Steve and Laura were pros about the situation. We came to the conclusion that it didn’t make sense to go forward and sold the assets of the business to SVB. I have no idea what came of it from there.
An important lesson for me from Throughline is that not all seed deals should go forward. We invested (and lost) $500k. I don’t regret this one bit – I did it with an entrepreneur who I respect and trust – we tried – and we cut our losses early when we realized we didn’t have anything. I’ve lost other seed deals in my career, but all it takes is one home run (e.g. ServiceMetrics – a seed investment story for another day titled “How to turn a $500k seed / $5m total investment into $200m in 18 months”) to make up for several hundred seed deals.
I expect Steve will be full of good entrepreneurial tales – of both good and bad. Welcome Steve to Blogland.
Now that I’ve chowed down a bunch of Stephen Frey books, if there’s one you read, it should be The Legacy. It combines light Wall Street stuff with a giant JFK / government / mafia conspiracy. It’s well written, lots of twists, turns, unexpected surprises and – yes – a happy ending.
In contrast, The Day Trader sucked. I didn’t finish it, but I’m going to count it as read since I bailed more then half way through.
Earlier this week, one of my companies – EYT – announced that it had merged with ePartners. My close friend and collegue Howard Diamond was the driver of this deal and is now executive chairman of ePartners. Howard was previously the executive chairman of Rebar / Corporate Software – an investment of mine that was acquired by Level 3 in 2002.
This is a big deal for us since the resulting company – to be called ePartners – is the largest Microsoft Business Solutions (MBS) provider in North America. ePartners has over 400 employees, including 220 solution consultants, 29 offices, and is headquartered in Seattle. For those of you that don’t know anything about MBS, it’s the division of Microsoft that was formed through their acquisitions of Great Plains and Navision over the past few years and includes the Microsoft CRM product line.
MBS has recently come under scrutiny as it has underperformed expectations. Also, the Oracle / PeopleSoft DOJ trial has revealed that Microsoft considered making an investment in Peoplesoft as a potential white knight as well as considered acquiring SAP in an attempt to further its foothold in the ERP business.
While the Microsoft – Peoplesoft investment and the Microsoft – SAP acquisition are highly unlikely, Microsoft is clearly committed to MBS and the ERP market. While VC’s have not historically funded companies that provide system integration and consulting services for Microsoft’s products, there have been several companies funded in the MBS universe. The merger of EYT and ePartners combines two of them and results in the largest and best financed in North America.
I’m expecially excited about this since my history with Microsoft Business Solutions products (specifically Great Plains) dates back to 1994 when AmeriData – which had acquired my first company (Feld Technologies) – became a major Great Plains integrator. I was also on the board of SBT Accounting Systems from 1994 – 2000 which competed with Great Plains and was almost acquired by them in 2001 before being acquired by Computer Associates. Finally, my partner Heidi Roizen was on the Great Plains board from 1998 – 2002 and was very involved in the Microsoft acquisition of Great Plains. I orginally invested in EYT in 2000 and – while it has been a twisty road through the bursting of the Internet bubble, I’m very pleased with where we are today and proud of the people that have helped get us here.