By: Paul A. Jones
In a recent blog on Technori.com, Venture Best Co-chair, Paul Jones talks about Pay to Play provisions. Please see the link below to view the full article.
Pay to Play: An Investor Issue Entrepreneurs Should Care About
By: Paul A. Jones
In a recent blog on Technori.com, Venture Best Co-chair, Paul Jones talks about Pay to Play provisions. Please see the link below to view the full article.
Pay to Play: An Investor Issue Entrepreneurs Should Care About
By: Paul A. Jones
Active angel and venture investors in Wisconsin are generally familiar with Act 255, a state law that provides a tax credit for investors in the equity of qualifying emerging technology businesses. In cases where an investment is made before a company receives Act 255 certification, the investment often takes the form of convertible debt: the Act 255 credits are triggered when the debt converts to equity, presumably after the company is appropriately certified.
While convertible debt is a wonderful vehicle for accessing the Act 255 tax credit in the above scenario, what about the situation where a company is Act 255 certified but the preferred investment vehicle is convertible debt for other reasons (most often, to avoid having to establish a valuation)? In this case, if the conversion to equity takes place in a tax year subsequent to the year of the investment, the investor does not get to claim the tax credit in the year of the investment itself, but rather in the later year when the debt converts to equity. Not good.
One way to avoid the delayed receipt of Act 255 tax credits in the above scenario is to make the initial investment in the form of convertible equity, rather than convertible debt. All of the important features of the convertible debt structure, including postponing the valuation discussion and the provision of a “sweetener” to the convertible security investors, are retained and the company will not have any debt on its balance sheet. Voila – the investment being in equity, the investors get the Act 255 credit (assuming, again, that the company has received Act 255 certification) as of the date of the investment.
By: Paul A. Jones
While convertible debt with a “kicker” of some sort (typically either in the form of warrants or a discount on the conversion price) was first used primarily as a structure for bridging companies between rounds of traditional venture capital financing, more recently it has become a popular vehicle for seed financing in advance of the first (A) round of venture investment. The structure offers two major plusses for entrepreneurs and investors. First, it postpones the valuation negotiation until both parties have a better handle on the key variables. Second it is faster and cheaper to implement than a formal Series A round.
That said, like most ideas that have been around for a while, convertible debt has found its way into more situations where it may not be a very good fit. Today, my focus is exploring the situational limits of the convertible debt financing structure in the startup context.
Conceptually, the convertible debt structure works when an entrepreneur seeks a modest round of risk capital to achieve a significant milestone in a short period of time, the accomplishment of which will set the stage for a substantially larger subsequent A round of financing. Framed this way, the terms “modest” and “substantially” are linked, while the terms “significant” and “short” are more or less independent.
Let’s start, then, with the “modest” and “substantially” discussion. Essentially, the notion here is that the bigger the difference between the seed round need and the A round need, the more a convertible debt structure makes sense. Depending on the kind of deal (think bigger in capital intensive businesses) and the seed capital market (think bigger in venture capital centers) a convertible debt seed round might be anywhere from $5k to $1 million or more. The critical point is that the expected A round be substantially larger. How much is that? In general, the A round should be at least 2x and ideally 3x or more the size of the seed round.
The reason the A round should be at least twice the size of the seed round is that if the seed round gets much bigger, the impact of the seed round kicker on the A round valuation negotiation will at some point cross the fuzzy line from marginal (and thus largely overlooked) to central (and thus problematic). For example, consider a $500k convertible note with a 20% discount on conversion. If the subsequent A round is a $5 million raise, the seed round kicker (basically, the seed folks will get an extra $100k worth of A round stock) represents roughly 2% of additional dilution to the A round investors. In theory the A round investors might factor that 2% into the A round valuation discussion. In practice, probably not.
On the other hand, if the A round in the above example is just $1 million, the overhang from the 20% kicker looms much larger. In fact, it now represents roughly an additional 10% dilution to the A round investor. At this point, what was a theoretical issue for the A round investors, in terms of the valuation negotiation, might be a practical issue as well. As such, it will likely complicate the A round valuation discussion, and likely result in a lower A round valuation – and corresponding additional dilution for the entrepreneur. (Alternatively, some or all of the additional dilution might be shared with the seed round investors, if they can be persuaded to waive some or all of the seed round kicker.)
Let’s turn now to the significant milestone variable in the seed convertible debt scenario. What constitutes a significant milestone? Essentially, two related concepts play into what constitutes a significant milestone. The more central of the two is the notion that significance is measured by how much risk the accomplishment of the milestone takes out of the deal. Particularly at the early stages of a high impact business, the primary driver of value is risk reduction. The seed milestone should be well-defined, and the accomplishment thereof should reduce the risk that the deal will get to a satisfying exit by, say, 25% to 50%. (That might seem like a lot, but really it just reflects how risky high impact entrepreneurship really is.) In addition, though in fact another way of framing pretty much the same issue, the accomplishment of the seed milestone should provide a much firmer foundation for the valuation discussion at the A round.
In my own world, I see a lot of web-centric startups where the seed round milestone is the delivery of the proverbial minimally viable product coupled with some modest customer validation. The significance of the same – the transformation of the entrepreneur’s idea into an actual product that at least a handful of folks in the target market will buy – is pretty obvious, both in terms of risk reduction and firming up the A round valuation parameters.
Finally, let’s consider the short time variable in the seed convertible debt scenario. This is in some ways the trickiest variable because it doesn’t so much depend on the practical demands of the convertible debt structure as the extant market dynamics. By that I mean that the bounds of the time variable are more a function of the market’s determination that an acceptable seed round kicker is something between 10% and 30% than any conceptual limits on the amount of time expected between the seed round and the A round. The notion here is that the seed round investors will accept a relatively modest 10% to 30% kicker on the assumption that the return will be over a reasonable period of time.
What is reasonable? In my experience, no more than 18 months, and generally less than 12 months. Why? Because if the implicit rate of return on the seed debt falls too far below the expected A round return (which might eye-ball at something like 100% from A round to B round) the seed round investors will quite rightly wonder whether their generosity in providing seed capital with only a modest kicker has crossed into philanthropic territory. And while I have known a lot of seed investors who think giving back some of their own good fortune by supporting the next generation of entrepreneurs is a wonderful thing, I have not found many who think giving away their good fortune to a next generation entrepreneur is a good thing.
By: Paul A. Jones
Convertible debt with an equity kicker, typically either in the form of warrant coverage or a discount on the conversion rice, is a common vehicle for seed stage financings. As people on both sides of these deals have become more familiar with the convertible debt structure, a number of bells and whistles have begun popping up. One twist is the notion of a cap on the conversion price of the debt. As of today, valuation caps are included in most West Coast convertible debt deals, and are becoming more common in the Midwest.
While valuation caps may be here to stay, entrepreneurs and investors alike should understand when and how a valuation cap might negatively impact downstream financing.
First, it is probably worth asking why the “market” seems to be moving towards the regular use of valuation caps. The answer is that the same market seems to have settled on an equity kicker in the 10%-30% range: that is, whether the kicker is in the form of warrant coverage or a discount on the conversion price the effective kicker in most convertible debt seed rounds is somewhere in the 10%-30% range.
Assuming a very common 20% for the kicker, what is the problem? Why, with a 20% kicker, should a seed investor also want a capped conversion price? Two situations come to mind, the first understandable but ultimately not very persuasive, and the second understandable but somewhere out there in “what would you do if you won the lottery?” land.
In the first case seed investors use the valuation cap to try and end run the 10% to 30% market price for the convertible debt kicker. And for good reason. Be honest, here, Ms. Entrepreneur: capping a seed investor’s return at 10% to 30% from the seed round to the A round is pretty, well, parsimonious. Considered in this context, the point of a valuation cap, from the investor’s perspective, is to juice the return. The idea is to get a cap below the likely A round valuation, so that the cap will have the effect of juicing the kicker on the seed debt.
Assuming juicing the convertible debt kicker is the point of the cap, what is the problem? Well, the same problem that would exist if in the alternative you just bumped the basic kicker from the 10%-30% range to say the 50%-100% range. The extra juice would likely be too much added dilution for the A round investors to accept. A round investors can generally live with seed kickers to the extent they, at least in terms of optics, don’t seem to undermine the fundamentals of the A round price. But when a kicker starts changing the fundamentals of the deal – that is when the seed round is either too large (say more than 1/3 the size of the A round) or the kicker too big (say more than 30%) – the dilution from the seed round at conversion begins to look more than marginal and the A round investors will likely start pushing back.
The second, and I think much more convincing, rationale for a cap on the convertible debt conversion price is the “what if we win the lottery?” scenario. Here, the point of the conversion price cap is to protect the investor if the A round price ends up being far beyond what either the seed investor or the entrepreneur might reasonably have expected when the seed round closed. So, for example, consider the typical situation where a seed investor puts in $100k with a 20% kicker, on the assumption, shared by the investor and the entrepreneur, that if the deal goes well the A round will be priced at, say, $3-5 million pre-money. What happens if, between the seed closing and the A round the entrepreneur catches a venture capital thermal and suddenly finds herself looking at an A round pre-money north of $15 million? In this scenario, the point of the seed conversion price cap is to make sure that the benefits of the unexpected windfall are shared by the seed investor as well as the entrepreneur. And I think, at least, that such sharing seems entirely appropriate.
That leaves one question. What, in general, is a “fair” conversion price cap? Given that the “good” rationale for a conversion price cap is to share an A round valuation windfall, the question becomes what constitutes an A round windfall. I don’t know that there is a “right” answer to that question, but my sense is that it is twice what the seed investor and entrepreneur reasonably thought the upper end of the A round price range would be at the time of the seed round. In the example in the prior paragraph, that would be $10 million.
By: Paul A. Jones
Many high impact entrepreneurs have outsized personalities. They combine a big ego with incredible creativity, drive and energy. Pretty much all of them that I have known have had at least one serious personality… quirk. That said, there are quirks and there are flaws, the latter being defined, for my purposes here, as traits that rub most venture capital investors the wrong way. Herewith, some of the entrepreneur archetypes most venture investors try to steer clear of.
The Defensive Entrepreneur: Defensive entrepreneurs take everything personally. When an investor asks them a probing question, they assume they are being asked to justify their existence. And that tells the investor that the entrepreneur is more concerned with proving himself than his vision. These are the folks who fear just one thing more than they fear that their startup might not work: that it might work with someone else calling the shots.
The “There is No Competition” Entrepreneur: If, perchance, a bona fide entrepreneur comes along someday who really doesn’t have any competition, I’ve got a very important piece of advice for her: make something up. Entrepreneurs who insist they don’t have any competition almost never get funded. There is always competition for the customer’s dollar. A good entrepreneur understands that every potential customer ultimately must be won with a better value proposition. Better than what? Better than the competition. Sometimes the competition is obvious; sometimes less so. But it is always there.
The God Complex Entrepreneur: The prototype here is the tenured well-published academic. Having made a name for themselves in the very demanding, cutthroat world of academia, these folks assume they must perforce be capable of building the next Merck in their spare time. Alas, as even Michael Jordan found out, different sports are, well, different. Being good at running a research lab is no more a proxy for building a business than being a basketball superstar is for being a major league baseball player.
The “I Can Do It All” Entrepreneur: A cousin of the God Complex entrepreneur, the I Can Do It All entrepreneur doesn’t understand that even if he could do everything himself actually doing everything himself is always a bad idea. Great entrepreneurs know that they need to focus all of their energies on those mission critical things that they are best at, and find and empower other folks to do the other stuff. Like the captain of a ship, an entrepreneur is responsible for everything that gets done (or not) on the ship. However, they don’t actually do everything.
The Big Business Entrepreneur: A lot of personal regrets with this one. If you think that someone who can run a billion dollar business can necessarily run a startup, think again. And again. There is not all that much overlap between building a successful business from scratch and managing an established successful business. Being good at the one is thus not a very good predictor of being good at the other. In fact, being good at running a big, established business is more likely to have a negative correlation with being able to build a high impact startup business. Beware of any entrepreneur who needs a personal assistant.
The Uneducable Entrepreneur: This can be a tough one to spot, but in an age when most startups need to pivot at least once on the road to success, it is an important one to spot. What makes this a tough entrepreneurial species to identify is the fact that most successful entrepreneurs are “often wrong, but never in doubt.” And that trait can too easily be mistaken for a lack of learning ability/willingness. Really good entrepreneurs may not always acknowledge their mistakes (though many of them do) but they clearly learn from their mistakes.
No doubt there are rule proving exceptions to each of the above paradigms. But all other things equal, if an entrepreneur can be fairly fitted into one of the above categories, they will find raising capital from smart investors more difficult than it would otherwise be – even if they are one of those exceptions. So why make it tougher than it has to be. Just stay out of the “bad attitude” neighborhood.
By: Paul A. Jones
Question: A Venture Capitalist pays $1 million for 1 million shares of convertible preferred stock laden with special rights and protections (including the right to convert into shares of common stock one-for-one at the VC’s option). The company also has 2 million shares of common stock outstanding. What is the pre- and post-money valuation of the company?
If you answered $2 million pre-money and $3 million post-money you can pat yourself on the back. The investor paid $1 million for one-third ownership, and three times $1 million is $3 million. Venture Capital 101 stuff.
But wait a minute. Take another look, and ask yourself this: if the preferred stock is convertible any time into common stock one-for-one; comes with a lot of value-added goodies; and is worth $1.00/share, how much is the common stock worth? If you answered “something less than $1.00/share” (how much less is good topic for another blog), pat yourself on the back again.
Except, if there are 1 million shares of preferred outstanding worth $1.00/share, and 2 million shares of common outstanding worth something less than $1.00 share, the value off all the stock outstanding is … something less than $3 million – which is to say less than the $3 million post money valuation that we learned about in VC 101.
So we have the venture capital valuation paradox. How can everyone agree that the post-money valuation is $3 million and at the same time agree that the value of all of the stock of the company is worth something less than $3 million (probably something like $2 million, though again, that is a subject for another blog)?
Okay, let’s cut to the chase. The “correct” answer, for accounting purposes, in terms of the value of a company owned by its shareholders is the aggregate value of all of the shares of stock outstanding. This, in our example, is something less than $3 million. That said, both the entrepreneur and the VC in our example will continue to think in terms of a $3 million post money valuation. Perhaps they are less than accomplished accountants? Or are they just plain stubborn? Or is something else going on, something more important (don’t tell this to your CPA) than GAAP (generally accepted accounting principles).
What gives here is the notion that while accountants think in terms of what a deal is actually worth at a specific point in time, in the context of the close of a venture capital financing, entrepreneurs and venture capital investors think in terms of what a deal is worth assuming that it ultimately “works.” That is, assuming that the company will ultimately achieve an exit at a price significantly higher than the price last paid for the preferred stock. In this case, all of the preferred stock will convert into common stock – and thus, ultimately, be worth what the common stock is worth, or $1.00 per share as of the closing of the instant financing. This equates to a post-money deal valuation of $3.0 million.
The analysis is not very elegant, and is perhaps even arbitrary. But that’s the way everyone (everyone but the accountants, at least) keeps score in the venture business.
By: Paul A. Jones
In Part 1 of this post, I focused on issues entrepreneurs and angels should think about as a seed deal comes together. Today, I want to focus on how angels can engage with entrepreneurs after the money changes hands.
Foremost among post-closing advice for angel investors is this: never forget that as an angel investor, you are a coach, not an athlete. Many angel investors have been successful entrepreneurs themselves and one of the “value adds” that these angels can bring to a startup is the benefit of their own entrepreneurial and management experience. But good angels understand that their role is to give counsel, not orders. Few things make for a more unhappy and usually dysfunctional angel/entrepreneur relationship than an angel who thinks he is, or should be, making decisions rather than offering advice and counsel.
Good angels also remember that the business plan they invested in will likely change quite a bit, and often within months, or even weeks, of the closing date; “Pivoting” is the nature of the high impact startup beast. If you are skittish about major changes in direction based on less than complete information, high impact angel investing is probably not for you. Once in a deal, your thoughts and perspectives on pivots should be shared with the entrepreneur, but always with the caveat that that the entrepreneur should make the call.
Expanding on the pivoting theme, angel investors in early stage high impact startups should remember that mistakes will be made, most likely quite a number of them, as a startup matures. In more traditional businesses, the first thing that happens when a mistake is discovered is usually a search for someone to blame. Later on, after the appropriate parties are duly punished and steps are taken to reduce the risk of future mistakes, the focus shifts to correcting the mistake.
At high impact startups, mistakes are thought of more as learning opportunities than career killers. Entrepreneurs that don’t make mistakes are likely not sufficiently pushing the envelope, and entrepreneurs who don’t promptly learn from mistakes and move on seldom find much success. The angel investor’s role in all of this is to hold entrepreneurs accountable for mistakes, that is for timely recognizing and learning/recovering from those mistakes. Angels who take the more traditional approach of assessing blame and punishing the malfeasors simply waste resources, undermine entrepreneurial confidence, and discourage prompt recognition of mistakes going forward.
Taking a “let’s learn from this and move on” approach to entrepreneurial mistakes is important, but so is establishing a culture of accountability. Being supportive, even entrepreneur-friendly, does not imply passivity. Particularly for angels who are on the Board of Directors, being pro-active about regularly asking the hard questions about the business is a critical part of the job. Think of it like this: as an active angel investor, it is your job to make sure that when the entrepreneur starts pitching new investors for the A round, she doesn’t get any questions you have not already asked. If she does, she should hold you accountable.
Finally, good angels understand that as the company grows, their role will decline, in most cases precipitously. Typically, the arrival of a solid lead investor for the A round marks the beginning of the end for the angel as a key member of the entrepreneur’s cabinet. Angels that want to stay as close to an entrepreneur as possible are wise to recognize this rather than fight it. Even angels that still have a lot to contribute are best served by moving off center stage, if only because that is ground the downstream investors understandably consider their own.
By: Paul A. Jones
At a time when lean startups often require considerably less than $1 million dollars to develop the proverbial minimum viable product and even validate the same with some customers, angel investors are playing an increasingly important role in startup financings. And that’s a good thing, particularly in places outside of the major venture capital centers, where institutional venture capital is scarce.
Most startups successfully launched with angel capital will want to tap deeper pools of capital later on, often from traditional venture capital investors. That being the case, entrepreneurs and their angel investors should make sure that the structure and terms of angel investments are compatible with the likely needs of downstream institutional investors. Herewith, some of the issues entrepreneurs and angels should keep in mind when they sit down and negotiate that first round of seed investment.
By: Geoffrey R. Morgan
Since 2005, U.S. production of natural gas has increased exponentially, from a negligible amount to almost 7.5 trillion cubic feet in 2011. The U.S. is now the largest producer of natural gas in the world.
The new-found supply of this energy source has also had a significant effect on public policy. Domestic energy production, and natural gas in particular, is caught in a battle between proponents of sustainable sources of energy such as wind and solar, the interests of traditional coal-fired plants, national security interests in reducing dependence on foreign energy sources, environmentalists and proponents of natural gas.
The epic increase in the supply of natural gas has come from the effectiveness of hydraulic fracturing. In the hydraulic fracturing process, water mixed with chemicals and sand is injected into a well at ultra-high pressure to shatter and hold open the rock below and release the gas. According to the U.S. Department of Energy, the hydraulic fracturing fluid is composed of approximately 95% water, 4.5% sand and .05% different chemicals. These chemicals can number up to about 65 and include benzyne, glycol-ethers, toluene, ethanol and nonphenols. All of these chemicals have been linked to human health disorders when exposure and concentrations are too high. Because the percentages are by weight, it is estimated that approximately 20 tons of chemicals are added to each million gallons of water. A typical hydraulic fracturing procedure involves 4-7 million gallons of water so about 80-140 tons of chemicals. Each well requires millions of gallons of water (which separately is leading to confrontations over water supply in drought-stricken states). Some of the water comes back up immediately, along with additional groundwater. The rest returns over months or years.
A major issue is how to deal with the wastewater. The amount of water is significant. In most cases, the contaminated water is pumped into disposal wells, but this is not without risk. The wells and pumps can leak, allowing disposal water to contaminate existing aquifers. In Texas alone, the amount of wastewater increase is significant. According to The New York Times, the state has more than 8,000 active disposal wells. The amount of wastewater being pumped into those wells has increased to approximately 3.5 billion barrels in 2011 from just 46 million barrels in 2005. A recent study dealing with the Marcellus Shale formation, which stretches from New York to Virginia, indicates that wastewater disposal from hydraulic fracturing could soon overwhelm the general wastewater treatment infrastructure of the formation. So cleaning this wastewater is important and represents a significant economic opportunity.
Insurers who write coverage on these environmental risks acknowledge that premiums are favorably impacted by the presence of effective technologies to clean the wastewater.
Water technology is a rapidly growing industry. Global Water Intelligence estimates the global water industry is $483 billion/year and growing by several percentage points annually. Water technology hubs are emerging to encourage and facilitate economic development, notably in Milwaukee, Singapore, Ontario and Israel.
Technologies are already being developed to treat wastewater from hydraulic fracturing. A new desalinization process developed at MIT can scrub the contaminants from the wastewater, uses significantly less energy and is less complicated than other desalinization techniques. The technique is called a carrier gas process in which water is sprayed onto warm air. The water vaporizes, and the water vapor, which contains only pure water, is bubbled through cool water and the vapor then condenses. Researchers at the University of Minnesota have developed a process of creating centimeter-sized silicon beads that have chemical-degrading bacteria inside them. The beads are porous so the chemicals can enter but not porous enough for the bacteria to leave. These represent just two of the developing technologies to treat the wastewater. This alone will become a multi-billion dollar industry in the coming years.
Private equity and venture capitalists should take note. There is a distinct need for this technology and a rapidly increasing, lucrative market. The economic and societal benefits of cheap, plentiful natural gas cannot be denied. Hydraulic fracturing makes it happen. And hydraulic fracturing requires billions of gallons of water annually which need to be treated and/or disposed of.
By: Paul A. Jones
In a recent blog on Technori.com, Venture Best Co-chair, Paul Jones talks about Wash-Out Rounds. Please see the link below to view the full article.
Startup Finance: A VC’s Thoughts on Wash-Out Rounds