Doing The Right Thing In A Recap

Six weeks ago I wrote a post titled The Silliness Of Recapping Seed RoundsI 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.