I often give talks at Google for Entrepreneurs events to entrepreneurs on how to raise capital and start their company. This is the deck I usually present, happy to answer any questions about it!
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How to find investors and structure funding
1. How to Find Investors and
Structure Funding
How to Find & Structure
Early Stage Funding
2. Google Confidential and Proprietary
About us
David McDonough Jesse Wedler
Current:
Product Strategy
Google Ventures/Entrepreneurs (20%)
Prior:
Greenspring Associates VC
Current:
Google Capital
Prior:
Sherpa Ventures
TPG Capital
Goldman Sachs
4. Google Confidential and Proprietary
Different Stages of Funding
Pre-VCPre-VC dd
Series B
Series C
Series D, E, F
IPO
Private Equity
Institutional Venture Capital
Early Stage Late Stage
Growth
Mezzenine
Public
Equity
TIME
REVENUE
(ORVALUATION)
Product Market Growth/Scale Monetization/Competition
Series A
5. Google Confidential and Proprietary
Different Stages of Funding
Pre-VCPre-VC dd
Series A
Series B
Series C
Series D, E, F
IPO
Private Equity
Institutional Venture Capital
Early Stage Late Stage
Growth
Mezzenine
Public
Equity
TIME
REVENUE
(ORVALUATION)
Product Market Growth/Scale Monetization/Competition
Pre-VC dd
6. Google Confidential and Proprietary
Early Stage Options
Pre-VC dd
Pre-VC
Pre-Incubator
Incubator/Accelerator
Angels
Seed Fund/Micro VC
Pre-Venture Bridge
Crowdfunding
Friends & Family
7. Google Confidential and Proprietary
What type of funding for your stage?
Who
Mom
Dad
Wealthy Friend from College
Pros
Quick
Easy
Cheap
Cons
Awkward
Trying on Relationships
Dumb money
Pre-Venture
Pre-VC
Investment Amount
Duration/Runway 6 mos - 1 Year
$0 - $200k
Pre-Incubator
Incubator/Accelerator
Angels
Seed Fund/Micro VC
Pre-Venture Bridge
Crowdfunding
Friends & Family
8. Google Confidential and Proprietary
Who
StartupNext
Blackbox
Startup Weekend
Pros
Positioning
Cons
No Funding
Investment Amount
Duration/Runway 1 wknd - 5 wks
None
Pre-Venture
Pre-VC
Pre-Incubator
Incubator/Accelerator
Angels
Pre-Venture Bridge
Crowdfunding
Friends & Family
What type of funding for your stage?
Seed Fund/Micro VC
9. Google Confidential and Proprietary
Investment Amount
Duration/Runway
Who
Pros
Networking/Peer help
PR
Education
Cons
Competitive
Relocation
All are different
500 Startups
YCombinator
TechStars
Manos
SeedCamp
Galvanize
AngelPad
NewME
Investment Amount
Duration/Runway 3 wks - 3 mos
$10k - $100k
Pre-Venture
Pre-VC
Pre-Incubator
Incubator/Accelerator
Angels
Pre-Venture Bridge
Crowdfunding
What type of funding for your stage?
Friends & Family
Seed Fund/Micro VC
10. Google Confidential and Proprietary
Who
Brad Feld
Mark Suster
Ron Conway
Steve Case
Pros Cons
AngelList
Hunter Walk
Chris Sacca
Dave McClure
Paul Graham
Investment Amount
Duration/Runway 1 Year
$10k - $500k
Pre-Venture
Pre-VC
Pre-Incubator
Incubator/Accelerator
Angels
Pre-Venture Bridge
Crowdfunding
What type of funding for your stage?
Spread thin
Limited follow-on
Flexible
Quick
Signaling/PR
Friends & Family
Seed Fund/Micro VC
11. Google Confidential and Proprietary
Who
Pros Cons
Investment Amount
Duration/Runway 1 Year
$25k - $2m
Pre-Venture
Pre-VC
Pre-Incubator
Incubator/Accelerator
Angels
Seed Fund/Micro VC
Pre-Venture Bridge
Crowdfunding
What type of funding for your stage?
Validation
Resources
Higher ownership
Big Expectations
Friends & Family
CrunchFund
FF Angel
True Ventures
Google Ventures
Andreesen Horowitz
FirstRound Capital
SV Angel
12. Google Confidential and Proprietary
Who
Bullpen Capital
Pros Cons
Investment Amount
Duration/Runway 1 Year
$250k - $1m
Pre-Venture
Pre-VC
Pre-Incubator
Incubator/Accelerator
Angels
Pre-Venture Bridge
Crowdfunding
What type of funding for your stage?
Positioning
Runway for Series A
Small segment
Friends & Family
Seed Fund/Micro VC
13. Google Confidential and Proprietary
Investment Amount $5k - $2m
Duration/Runway 1 Year
Who
Pros Cons
KickStarter
CrowdTilt
SeedInvest
Indiegogo
CrowdRise
Fundly
Pre-Venture
Pre-VC
Pre-Incubator
Incubator/Accelerator
Angels
Pre-Venture Bridge
Crowdfunding
What type of funding for your stage?
Market validation
No debt/equity
Good PR
Amount unknown
# of investors
Accountability
Friends & Family
Seed Fund/Micro VC
14. Google Confidential and Proprietary
Different Stages of Funding
Pre-VCPre-VC dd
Series B
Series C
Series D, E, F
IPO
Private Equity
Institutional Venture Capital
Early Stage Late Stage
Growth
Mezzenine
Public
Equity
TIME
REVENUE
(ORVALUATION)
Product Market Growth/Scale Monetization/Competition
Series A
15. Google Confidential and Proprietary
Deal Volume by stage: 10 years
Source: Mattermark, 10/2015
16. Google Confidential and Proprietary
2014 vs 2015 by stage
Source: Mattermark, 10/2015
Deal Volume by Stage Capital Deployment by Stage
17. Google Confidential and Proprietary
2014 vs 2015 by stage
Source: Mattermark, 10/2015
Deal Volume by Stage Capital Deployment by Stage
18. Google Confidential and Proprietary
Pre Series A Deal Size Trends
Source: Mattermark, 10/2015
19. Google Confidential and Proprietary
Times WILL change, make sure they’ll stick by you
Look at track record, check backdoor references
How nimble are they in generating a term sheet
How involved/available will they be? Board Seat?
What to look for in an early investor
Industry/vertical connections?
Business dev?
Recruiting?
Trust
Value-Add
Speed/Responsiveness
20. Google Confidential and Proprietary
What They’ll Look For In You
Intangibles Metrics
Team
Domain Expertise
Background
Passion
Founder Relationship
Your Advantage
IP/Patents
Proprietary Technology
Barriers to entry
Problem Being Solved
Competitive Landscape
Risk & Growth Stage (product risk/market risk/growth risk, etc)
Business Model Strategy
Rev Model (recurring vs episodic)
Go-to-Market Strategy
Addressable Market Opportunity
Traction
Adoption
Churn
Financials (probably non-existent)
Rev
Customer Acquisition Cost
Margins
Operating Margin
Margin Growth
21. Google Confidential and Proprietary
What They’ll Look For In You
Intangibles Metrics
Team
Domain Expertise
Background
Passion
Founder Relationship
Your Advantage
IP/Patents
Proprietary Technology
Barriers to entry
Problem Being Solved
Competitive Landscape
Risk & Growth Stage (product risk/market risk/growth risk, etc)
Business Model Strategy
Rev Model (recurring vs episodic)
Go-to-Market Strategy
Addressable Market Opportunity
Traction
Adoption
Churn
Financials (probably non-existent)
Rev
Customer Acquisition Cost
Margins
Operating Margin
Margin Growth
22. Google Confidential and Proprietary
Questions they’ll ask
What will you do with the money?
How long will it last?
Who is your target customer?
What has their feedback been? Example?
What if Google/FB/Amazon/Apple builds this tomorrow?
How is this a business instead of a product/feature?
What is your biggest shortcoming/hurdle?
Why is your company different from X?
Why didn’t this work before?
What will this market look like in 5 years?
What’s your biggest mistake so far?
23. Google Confidential and Proprietary
Questions they’ll ask
What will you do with the money?
How long will it last?
Who is your target customer?
What has their feedback been? Example?
What if Google/FB/Amazon/Apple builds this tomorrow?
How is this a business instead of a product/feature?
What is your biggest shortcoming/hurdle?
Why is your company different from X?
Why didn’t this work before?
What will this market look like in 5 years?
What’s your biggest mistake so far?
24. Google Confidential and Proprietary
How to pitch them
Passion
Tenacity
Expertise
Resilience
Savvy
FOMO
CrEaTiViTy
Competitiveness
Integrity
Resourcefulness
Inventiveness
Excitement
Decisive
Inspiring
25. Google Confidential and Proprietary
Convertible Notes
Structured as loans when the investment is made. Outstanding balance of the loan is
automatically converted to equity when a subsequent equity round is raised
Benefits
Simplicity and speed of close. Can be done over a weekend with limited time or expense
Puts off pricing discussion until later, how do you price an idea when that’s all it really is?
Enables multiple seed investors at various times. Each $ is a “loan” and does not need to be
part of a round
Maintain full control - convertible note investors usually don’t have voting rights or board
representation
Considerations
Investors expect a cap, i.e. a maximum price that their loan converts to equity at. Be sure to
spend time negotiating this cap because it effectively serves as a price
Usually gets same security as equity investors (inadvertent liquidation preference)
27. Google Confidential and Proprietary
Priced Equity Round
Equity investment made at an agreed upon price with negotiated structuring terms and
standard governance
Benefits
Transparency around what exactly you are getting
Oftentimes easier for friends and family to understand
Considerations
Takes time. Negotiations can take a lot of valuable time as there are many additional terms to
consider carefully
Setting a price can be tough. What leverage do you have if your company is very early? Don’t
want to set too low...
More expensive due to legal fees
28. Google Confidential and Proprietary
Key Terms to Focus On
Focus on the amount of money you need and what percent you’re willing to give up. Don’t think about in
terms of headline numbers.
Know what your realistic burn rate will be. Very scary when you can’t pay employees.
Investors generally want 20-25% (Series A ~ C)
Valuation
Pre / post money valuations don’t tell the whole story. Investors will want the company to increase the
number of ungranted options (for granting to future hires) BEFORE they make their investment. This will
dilute the current shareholders.
Have a realistic hiring plan for the next 1.5 years and create an option pool size to fit that need.
Option Pool Shuffle
29. Google Confidential and Proprietary
Key Terms to Focus On
Often the least well-understood of the major terms – mechanisms for investors to protect returns in
downside outcomes
“Preferred Equity” (startup definition, not public company definition) ➔ Preference
Preference = investors get [a multiple of] their money back before others (“common” shareholders) get
anything
Participation = after receiving their preference, investors share (“participate”) with common shareholders
until they receive another [multiple of] their money
At any point, investors can elect to “convert to common”, give up their preference/participation, and simply
receive their % ownership of the $ returns
ValuationPreference & participation
31. Google Confidential and Proprietary
Right for investors to invest sufficient $ in subsequent rounds to maintain their ownership %’s. Standard and non-
controversial for VC’s (you want them incentivized to continue supporting your company over time), somewhat
controversial for angels (too much pro rata rights can leave little room for new investors in subsequent rounds).
General rule of thumb: I would recommend NOT giving pro rata rights to anyone who is not a board member or adding
value to your company on the level of a board-member
Other Terms to Always Consider
Ability for some % threshold of shareholders to force all others to agree to sell the company. Many VC’s will want this
in some form. Threshold is highly negotiable – a fair outcome is neither VC’s nor founders alone can force a sale, but
together they can drag all other shareholders (angels, employee option holders, etc.)
Drag-along right
Pro Rata (Right of First Offer)
List of actions the company cannot take without approval from investors. Often includes right for investors to block
you from raising a new round or selling the company. (See “Protective Provisions” in term sheet below.) Standard and
typically non-negotiable
Protective Provisions
32. Google Confidential and Proprietary
DMCD’s Actionable Advice
Create Crunchbase/AngelList Profiles
Focus on unit economics
Avoid down rounds
Project your cash/option balance (1.5 years)
Don’t argue with angel feedback
Get a headstart on hiring pipeline
Get another 3 names from every meeting
>1x participating-prefered or “Double Dip”... run away!
Convertible debt CAN have full ratchet
Short deck, ENORMOUS appendix
Create exponential growth, not linear