Category: Term Sheet
Raising money is hard.
Entrepreneurs need to understand what’s involved – from what to consider when picking the right venture partner and how to think about the economic and control rights at stake, to what life will be like after the deal closes. This assumes that the company is ready to raise venture money in the first place – an important consideration that not enough entrepreneurs really stop to consider.
At Foundry Group, we believe in a level playing field when it comes to knowledge. We want entrepreneurs to understand all the issues and to make the most informed decisions they can. That not only benefits them, but it benefits us as their partners and investors. That was one of the motivations for Jason and I to write Venture Deals. It’s also why Jason co-teaches the venture capital course at CU Boulder.
We believe that access to information is a good thing.
So when the founders of Hotshot, a startup that provides digital learning for lawyers, asked if they could come to Boulder and interview Jason and me for a video on raising venture capital, we happily obliged.
The video they created is called “Advice on Raising Venture Capital.” Anyone can access it for free, and we encourage you to check it out. While Hotshot’s content is aimed at lawyers and law students, this course is for entrepreneurs. In it, Jason and I discuss the different things that founders should consider when raising venture money for the first time.
We don’t have a stake in Hotshot – we just like what they’re up to and wanted to share the content.
The third edition of Venture Deals: Be Smarter Than Your Lawyer and Venture Capitalist is going to print and pre-orders are up on Amazon. For everyone who has purchased, read, or reviewed our previous editions, thank you! While it’s difficult to know exactly how many copies have been sold (the joy of publisher metrics), it’s around 100,000 to date, which blows our mind since we had no expectations around this when we wrote the book in 2011.
We’ve added a lot to the third edition. In addition to fixing some lingering errors, lousy grammar, and poor word choices, we found a few more places to insert Oxford commas so Amy and Ryan would be happy.
There are two new forewords – one from Fred Wilson at USV (the VC perspective) and one from James Park, CEO and co-founder of Fitbit (the entrepreneur perspective). Dick Costolo’s foreword from the previous editions is preserved – it’s now an endword.
We addressed our gender problem. In the previous editions, we used only the male gender and explained our rationalization in the introduction. This rationalization felt silly and more like an excuse this time around, so we did the work to vary the use of female and male pronouns throughout the book.
We added more information on convertible debt including a section on new financial instruments like the safe.
There are two entirely new chapters. The first, on crowdfunding, covers both product and equity crowdfunding, and has an analysis on the good, bad, and scary around crowdfunding. The second, on why term sheets even exist, came out of our realization that many of the investments we’ve made in the past few years were done with handshakes and email outline of terms, rather than term sheets.
We added a section on Corporate Venture Capital, as there has been a Cambrian explosion of CVCs over the past few years, even though the concept of a CVC is not a new one.
We freshened up some of the examples. For example, the reference to FarmVille now is a reference to Pokémon GO. It is 2016 after all.
We have new back cover blurbs and a new dedication to some special people in our lives. We like to spread the love around.
Finally, the old website AskTheVC.com is now VentureDeals.com. As part of this, we’ll be releasing a teaching guide, lots of ancillaries, and other fun stuff that adds to the book. Yeah – we’ve got some work to do to freshen up the site and get all of this stuff out, but that’s what November is for. And yes, we’ll start blogging on it again.
Thanks to everyone for all their help, support, and interest in Venture Deals over the years. Most of all, thank you Jason for being an awesome collaborator and partner.
I was in the bathroom this morning catching up on all the blogs (via Feedly) that I hadn’t read this week since my head was in a bunch of other things. I came across one from Nic Brisbourne (Forward Partners) titled I’m a stock picker. I wish he had called it “This Unicorn Thing Is Bullshit For Early Stage Investing” but I think he’s a little more restrained than I am.
My original title for this post was “How Can This Be A Billion Dollar Company and other bullshit VCs ask early stage companies.” It was asked by VCs to several companies I’m involved in last week. While I get why a late stage investor would ask the question when the valuation is in the $250 million range, I really don’t understand why a seed investor would ask this question when the valuation is in the $5m range.
Now, I’ve invested in a few unicorns in my investing career, including at least one unicorn that went bankrupt a few years later (I guess that’s a dead unicorn.) But I’ve also invested in a number of companies that have had exits between $100m and $1b that resulted in much larger returns for me, both on an absolute basis as well as a relative basis, than unicorns have for their later stage investors.
I’ve never, ever felt like the “billion dollar” aspiration, which we are now all calling “unicorn”, made any sense as the financial goal of the company. Nor have I felt it made sense as a VC investing strategy, especially for early stage investors. We never use the phrase “unicorn” in our language at Foundry Group and while we aspire to have extraordinarily valuable companies, we never approach it from the perspective of “could this be a billion dollar company” when we first invest.
Instead, we focus on whether or not we think we can make at least 10 times our money on our investment. Our view of a strong success in an investment in a 10x return. Our view is simple – we don’t really view anything below 3x return a success. Sure – it’s nice, but that wasn’t a real success. 5x – now that’s nice. 10x – ok – now we are in the success zone. 25x – superb. 50x or more – awesomeness.
We also know that when we invest in three people and an MVP, we have absolutely no idea whether this can be a billion dollar company. Nor do we care – we are much more focused on the product and the founders. Do we think they are amazing and deeply obsessed with their product? Do we understand their vision? Do we have affinity for the product? Do we believe that a real business can be created and we can get at least a 10x return on our investment at this entry point?
I recognize other VCs have different strategies than us, especially when they are investing at a later stage. Applying our model, if the entry point valuation is $100m or more, then you do have to believe that the company is going to be able to be worth over $1 billion if you use a 10x filter. But in my experience, most later stage investors are focused on a smaller absolute return as a threshold – usually in the 3x to 5x range. And, very late stage / pre-IPO investors already investing in companies worth over $1 billion are interested in an even smaller absolute return, often being delighted with 2x in a relatively short period of time.
So, let’s zone this in on an early stage discussion. Should the question “how can this be a $1 billion company” be a useful to question at the seed stage? I don’t think so. If it’s simply being used to elicit a response and understand what the entrepreneurs’ aspiration is, that’s fine. But if I asked this question and an entrepreneur responded with “I have no fucking idea – but I’m going to do everything I know how to do to figure it out” I’d be delighted with that response.
Did you know Twitter is going public? Of course you did – it’s all the mainstream media could seem to write about last week after the now infamous twitter tweet about it.
We’ve confidentially submitted an S-1 to the SEC for a planned IPO. This Tweet does not constitute an offer of any securities for sale.
— Twitter (@twitter) September 12, 2013
After all the speculation about valuation, who owns what, what it’ll price at, how much money will be made, is Twitter growing or shrinking, what is a tweet after all, will their stock symbol be TWIT?, and all the other nonsense that seemed to consume the business press, I noticed a perplexing thread from some people expressing how indignant they are they Twitter is going public in secret.
I watched it play out and tried to understand what people were reacting to. Eventually, I realized it was two things. The first is a misinterpretation of the JOBS Act and what a confidential S-1 filing actually is. Somehow there was the view that there wouldn’t be the normal public disclosure prior to Twitter going public, which is just incorrect. The second was some weird reaction to Twitter suddenly being “secretive” and a view that this was in fundamental philosophical conflict with what Twitter is.
After four days of chatter about this, Dan Primack wrote the first definitive article I saw that made sense of all of this titled Twitter’s IPO will not be done in secret. As is typically the case, Dan wrote a super clear and fact based article about what was going on with the confidential filing, how it would work, and why – in Dan’s words – “Twitter’s decision to file confidentially is neither bad nor good. It’s largely irrelevant.”
I won’t repeat Dan’s awesome article – go read it if this topic interests you.
Having been involved in numerous IPOs, I can tell you that the JOBS Act confidential filing process is a great thing and improves the overall process of taking a company public. Anyone who has been through taking a company public knows that there are numerous steps between the first S-1 filing with the SEC and the final filling where the SEC says “ok – you are ready to go public now.” This process is almost never smooth, is unpredictable in terms of timing, and often ends up being an bizarre and byzantine interactions between the SEC, accountants, lawyers, investment bankers, and management team members who scratch their heads and realize that the process isn’t really making anything any clearer, it’s just racking up massive fees for the lawyers and accountants.
The end result is a fully vetted S-1 filing. When a company has this cleared by the SEC, it is ready to go public. Prior to the JOBS Act, you made your first filing before any feedback from the SEC and then spent the next three to six months wrestling with the SEC – on their time frame and their rules – to get the filing finalized. If you didn’t time it right, you’d have to do new financial disclosure. If the SEC was slow because they had a backlog, it would take longer. If the SEC didn’t agree with your auditors on revenue recognition, you’d end up in a crazy escalating set of discussions. And – each amendment to the S-1 (basically a new filing) was done in public, so everyone – including your competitors – got to see everything that was going on. And dissect it. And criticize it. And analyze it. And act on it. And say anything they wanted about it.
During this time, you were in a “quiet period” so you couldn’t say anything in response. Your competitors attack you based on data in your S-1 filing through a plant in an article in the WSJ – nope, you can’t say anything. The NY Times writes a long article and misinterprets a bunch of the data – nope – silence. A blogger tears you apart for something buried on p.123 of the S-1 which ends up getting changed in a future filing anyway – nope silence.
Or worse – for some reason the IPO window closes and you don’t go public. You withdraw your filing. But the public data is still out there for everyone – especially your competitors and customers to see. Oops.
Under the new rules you do all of this work to get to a final filing in confidence. You make it public three weeks before you go on the roadshow. You make all the documents public, but the only one that really matters is the final one. The sausage got made in private and now you are ready to go public. All the expected articles come out. Everyone dissects all the data. But you are ready for this since you are now ready to go public.
I’m glad Twitter used the new confidential filing process. We’ve already used it for companies in our portfolio, and will continue to. In a few years, the process of taking a new company public will be much cleaner as a result. And while there will always be a huge amount of noise around the process, especially for high profile companies like Twitter, at least there will be a clearly defined timeframe for all the pre-IPO noise.
Last night I got an email with a Q3 sales update from a company I’m an investor in for a while. They consistently meet or beat their plan and are an extremely well managed business. Their plan for Q3 was aggressive in my book (and they’ve managed their costs to a lower outcome) had an expectation for what they would come in at based on data from as recently as last week. I knew what they thought the upside case was and didn’t believe it so my brain had locked in on a number slightly below or around plan.
I’ve found that the Q3 number is often the hardest to make when you budget on an annual basis – Q1 is easy since you have a lot of visibility, Q2 is harder, but doesn’t have as much growth built in as Q3, then you have a heavier growth quarter with the summer doldrums (Q3) followed by the insanity that is Q4 in the annual cycle. So I usually view Q3 as “hard to beat; challenging to make.”
This company destroyed their number. They beat plan and came in at the upside case. They ran the table on new business. It was awesome to see. And it blew my mind, in a pleasant way, as this is a humble company that doesn’t overstate where it’s going.
As we enter Q4, I systematically look at the performance of every company I’m involved in for two reasons. First, I want to make sure I understand the real trajectory as they exit the year as Q4 is often an outlier, usually to the upside, as a result of end of year purchasing. I also rarely pay much attention anymore to Q4 plans as they are almost always obsolete and instead focus on the cost / burn dynamic in Q4.
It’s harder to calibrate in cases like this when a company far exceeds their Q3 plan. It’s equally hard in the other direction when a company misses their Q3 plan. And it’s really challenging when there is a big step up for Q4’s plan when you start going into the 2013 planning cycle.
I’m curious how y’all approach this, both entrepreneurs when they are thinking about their own planning as well as investors / board members when they are reacting to the early data from Q3 and thinking about Q4 and 2013.
At the HBS VC Alumni event I was at last week (no – I didn’t go to HBS – I was a panelist) I heard a great line from a wise old VC who has been a VC about as long as I’ve existed on this planet.
“VCs only need three rights: Up, Down, and Know What The Fuck Is Going On”
If you’ve read Venture Deals: How To Be Smarter Than Your Lawyer and Venture Capitalist, you already know that Jason and I agree with this statement. And even though a term sheet might be four to eight pages long and the definitive documents might be 100 pages or more, other than economics, there are really only three things a VC needs in a deal.
Up: Pro-rata rights. When things are going well (up) a VC wants the ability to continue to invest money to maintain their ownership.
Down: Liquidation preference. When things don’t go well (down), a VC wants to get their money out first.
Know What The Fuck Is Going On: Board seat. Beyond demonstrating that older VCs also swear in public, many people believe that with a board seat comes great power and responsibility. In reality it mainly gives one the ability to know what’s actually going on, to the extent that anyone knows what’s actually going on in a fast moving startup.
As I was writing this up, I remembered that Fred Wilson had a post about this a while ago. I searched his blog (using Lijit and the term pro-rata) and quickly found a great post titled The Three Terms You Must Have In A Venture Investment. He attributes this to his first VC mentor, Milt Pappas, and the three terms are the same ones referenced above. It’s a great post – go read it.
Entrepreneurs – don’t get confused by the endless mumbo-jumbo. If you haven’t read Venture Deals: How To Be Smarter Than Your Lawyer and Venture Capitalist grab a copy. Or read blogs. Or do both. And VCs – don’t forget what terms you really care about – focus on making it simple.
For all of you out there who are wondering, Amy is doing fine. We’re in Boulder, she’s happy, in some pain, but enjoying the delightful impact of Percocet, and making her way through MI-5 Season 8. Thanks for all of the support, emails, and kind words.
I’m about to head out for a five hour run (broken into three separate segments) in preparation for the 50 miler I’m doing in April after I help her take a shower (which ordinarily I would be excited about), but first I thought I’d write some thoughts about a call I had with an entrepreneur yesterday.
The call was about a potential financing he is considering. I’ve gotten to know him some from a distance over the past year and am impressed with what he’s created. He originally just called me for advice on his financing strategy but I started the call by telling him I was interested in exploring leading a round, would be willing to give him advice also, and would quickly tell him if I was dropping out so he could flip me into “advice only mode” if we weren’t going to end up being a potential investor.
We had a wide ranging conversation over an hour about the current state of the business and how he’s thinking about the financing. Several times over the course of the hour he sounded defensive about a particular issue – well – not defensive, but uncertain. He’d frame what he thought was a negative in the context of the way he’d heard it from a previous potential investor (let’s call them BucketHead Ventures) who hadn’t gotten to a deal with the company in the past.
One of these was around churn – he asserted that one of the clear weaknesses of the business was the high churn rate. I pressed him on what he meant and we went through some numbers. He didn’t have a high churn rate at all – in fact, his churn rate after a customer was paying for three months was minimal. The problem – described by BucketHead Ventures as “high churn” – was a combination of what happened in the first three months and BucketHead’s inability to do cohort analysis, so BucketHead looked at absolute churn on a monthly basis rather than on a cohort basis.
In my head, I thought to myself “bucketheads – they pretend to understand businesses like this but have a total miss at a basic level.” The entrepreneur understood the miss, but had internalized BucketHead Ventures feedback and was letting it color his view of his business. And, more importantly, it was making him gunshy. Instead of articulating a powerful story about low customer acquisition costs with minimal downstream churn, he lead with “the worst problem with the business is our high churn rate.”
I see this all the time. While some entrepreneurs think all VCs are bucketheads (they aren’t), other entrepreneurs think all VCs understand this stuff (they don’t). Even ones who seem to be experts, or should be experts, or claim to be experts. Especially the ones who claim to be experts. Often, they are just bucketheads. Listen to their feedback, but don’t let it make you gunshy if you think they are wrong.
I’ve always had mixed feelings about the importance of a company announcing a financing in the absence of any other activity. “Dear World: We Just Raised $X From Investors A, B, and C.” Ok, but so what?
In my book, there is only one real reason for this – to attract new potential employees: “We’ve just raised $X and are hiring 20 people including types A through types Q – see our jobs page at jobs.companyname.com and apply now.”
Unfortunately, very few funding announcements are focused on this for two reasons. The first is the stupid one – many entrepreneurs get tangled up in the ego dynamics of a financing (“look ma – we raised money’) and lose sight of the notion that raising money is just one tiny step on the path to success. In my book, once you’ve completed a financing, take a deep breath, tell everyone in the company so they know how much money is in the bank, and then get back to work creating amazing things for your customers.
The second is less stupid, but is something I see over and over again, even with companies we are investors in (and we know better). When you do a financing, you file something called a Form D with the SEC. This process is fully automated which means it is easy for our friends like Dan Primack at Fortune to see any new filings that are made. Dan was one of the first people I knew who regularly published Form D info – it’s now spread widely across most of the VC-based publications, but I’ve give Dan credit for being the most diligent with this (and with many other things he reports on.)
Once you’ve filed your Form D, the data is available on Edgar with a simple search. There are other ways to get it as well since there are plenty of services that republish Edgar data with a better UI for searching. Regardless, the info on Form D is out there on the web.
Some VCs I know claim that you don’t have to file a Form D. Having researched this, I think it’s a dumb move. Most credible attorneys that work with corporate securities, especially those in the VC industry, will insist that you file a Form D if you have more than one investor, or if you have investors in more than one state. In our world, we just tell companies we invest in to file it and not worry about it.
This takes us back to the beginning of the post. For some reason, some companies want to keep their financings quiet. That’s fine – just file your Form D and say nothing about it. It’ll get picked up in the daily VC publications, like Term Sheet and VentureWire. Maybe it’ll end up on TechCrunch if you’ve got some famous investors that they like to write about. And, if your local paper is on the ball, it’ll show up there also. But it’s meaningless – “Joe’s Company Raised $X From Investors A, B, and C according to a filing with the SEC.” Next.
But if you are going to announce your financing, do it right – in conjunction with your Form D filing. Have your jobs page up. Make it clear that you are hiring. If you have substantive stuff to announce around the financing, say an acquisition, a major strategic partnership, or a new product release, announce it at the same time. Substance matters here – the more the better.
Make your noise for a day – and then get back to work creating amazing things for your customers.
Our friends Dick and Jane have decided to disband their company. The last two months had been tough for Dick and Jane – each of them felt the other wasn’t living up to their commitments. Praveena was working hard on the product, but as she observed the tension mounting between Dick and Jane, she started answering calls and emails from the recruiters who had been hounding her since she left her previous job.
One night, a few weeks ago, Dick finally acknowledged to Jane that he was feeling incredible financial pressure. Dick and his wife Mary never really had agreed that Dick should take the plunge and start SayAhh. Dick was struggling to admit that he wasn’t fully committed to this path, even though he had been really excited about starting the company. While he was taking a salary, it was modest, didn’t cover his monthly expenses, and the combination of financial and daily work pressure were causing a lot of friction at home. Dick told Jane that Mary was being awesome and that she’d keep being supportive, but it wasn’t working for them as a couple.
Jane was surprised but calm. She felt it was important to bring Praveena into the loop since since they were all partners now. Over dinner, Dick, Jane, and Praveena discussed where they were at and how Dick was feeling. Praveena acknowledged that, while her relationship wasn’t causing any stress (she was involved with the founder of another company) she was having a lot of trouble working in the unstructured environment of a startup. She admitted that she was having serious conversations with a very large technology company in town about joining them as a PM for a product she was really excited about. Dinner went on a long time, had a lot of emotion in it, but ended without any specific resolution.
Jane didn’t sleep at all that night. She couldn’t believe that she’d missed these signals with each of her partners. She thought they were each as committed to SayAhh as she was. She went through a huge range of emotions dominated by anger, frustration, sadness, and depression before getting a clear grip on what she wanted to do just as the sun started coming up. A mentor of her’s once said “don’t ever make a final decision when you are tired” and she wanted to heed that, so she decided to tell Dick and Praveena what she was thinking when they got to the office, but leave it open for a final decision through the end of the weekend.
The conversation in the office was anti-climactic. Each of the partners had the same sleeplessness night and they all shared that as hard as it was to admit, they didn’t feel like they could go forward as a team for various reasons. It was not an angry conversation, but it was a sad one. But honest. They agreed to disband for the weekend (it was Thursday), have a long, quiet time thinking over what they wanted to do, and get back together first thing Monday morning.
On Monday, at 9am, Dick, Jane, and Praveena decided to shut SayAhh down. Dick had already talked to his previous boss who welcomed him back if he wanted to come back. Praveena had gotten a final offer from BigTechCo which she had a week to accept. And Jane had decided that she wanted to keep working on a startup, but wanted to hit reset, find different co-founders, and take more time making sure the idea was sound before they started spending any money.
They had $32,000 left of the original $70,000 in the bank after paying off all of their bills. The founders decided to split the remaining $32,000 between Jane and Praveena based on their capital investment, so Jane got 5/7ths and Praveena got 2/7ths. Jane took on the task of winding everything down, sending out notes to all of the people who had helped them, and Dick, Jane, and Praveena agreed to collectively hold their heads high, stay friends, and be glad that they called it quits before things spun out of control.
My friend Paul Kedrosky – who spends some of his time as a Senior Fellow at the Kauffman Foundation – has a thoughtful short video (as part of the Kauffman Sketchbook series) on where entrepreneurs get their money. While it’s easy to get confused and think that VCs are the center of the financing universe, Paul reminds us that most entrepreneurial companies are funded by the entrepreneur’s savings, cash flow, credit cards, friends, and family.
It’s a creative three minute video with plenty of meat to it.