The document provides an overview of early stage fundraising for startups. It discusses key topics such as valuation methods, the differences between common and preferred stock, how to structure financing rounds while minimizing dilution for founders, and alternatives like convertible debt. Quantitative examples are provided to illustrate valuation negotiations and how preferred stock terms like liquidation preferences and discounts are applied in different funding scenarios. The document aims to help founders understand important considerations for early fundraising.
5. Overview
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Valuation
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Basics
How to Decide?
Quantitative Basics
Common vs. Preferred Stock
Putting it all together: Two valuation/dilution examples
Valuation Choice. A real world example
An alternative: Convertible Debt
Final Thoughts
Extra Slides (wordy on purpose so you can review later if desired)
<5>
6. Basics
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•
•
•
•
•
•
Willing buyer meets willing seller
Valuation is a range
Valuation is negotiated
Terms can be as important as the valuation number
Desired returns are based on expectations of risk – Higher risk; higher
required returns
Stage of development matters
Angels/VCs will be long-term partners
This is a marriage, not a fling. Choose accordingly.
<6>
7. Stages of Development and Funding
Round
Company
Stage
Friends &
Family
Incorporation
Early
development
Seed
Data
Risk
Value
Return
Soft data; value
proposition;
projections
Sky High
$500k$2M
20X +*
Development
Tech Validation,
time to market,
beta rev/traction
Extremely
high
$2M-$4M
10X +
Series A
Shipping
product
Early Revenue/
Traction
Very High
$4M-$10M
10X
Series B
Shipping
product
Predictive Rev
Path to CF+ or
Significant Traction
High
$10M+
5X – 10X
Later-Stages
Shipping
product,
profitable
Hard data,
EBITDA, net
income
Lower Moderate
$20M+
< 5X
* Friends and Family are not always motivated only for the financial returns, though.
<7>
8. Valuation: How to Decide?
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DCF basics
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•
Projections
Discount Rate
Good Luck!
Comparables
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Exit scenario discounted back
Finding comparables
• May be hard to find comparables in narrow spaces. May have to use less-specific but
readily available analogous industry.
•
Other
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•
•
•
Number of customers (when popular but revenue model not well developed)
Cost to replicate
Consider future dilution
409A valuations
Worth repeating: Willing buyer meets willing seller
–
Caveat: Angel groups – Momentum! (…and the perception of momentum!)
<8>
10. A Real World Example: Which Option Would You
Choose?
Option A
Option B
Series A Pre
$3.5
$4.5
$ Raised
$4.0
$2.0
Post
$7.5
$6.5
Original Owners’ Ownership %
47%
69%
Series B Pre
$60.0
$20.0
$ Raised
$15.0
$15.0
Post
$75.0
$35.0
Original Owners’ Ownership %
37%
40%
Original Owners’ Ownership $
$28.0
$13.85
Managing to near term valuation is not always the right answer; raising
more money sooner bought more runway which led to overall higher
valuation. Additional dilution outweighed by greater economic value.
< 10 >
11. Is Higher Valuation Better?
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Not necessarily…
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Previous numerical example, more money at lower valuation gets you further.
Preserving your stake. For the business, lower can be better because easier to
raise more and avoid down rounds. (Counter: Seeming desperate, retention).
Finding optimal partners (skills, connections, aligned interests, FORTITUDE!)
Consider the terms
•
Startups have different economics than other investments. Not an issue of
10% vs 12% or even 10x vs 12x. Risk of absolute failure can overshadow
modest changes in valuation.
•
Valuation is another word for “Expectations.” Harder to live with bubbly
valuations.
< 11 >
12. Pre-Series A Round
Seed/Friends and Family Round already occurred--This is just before the A Round--No additional preferences
A Round
Original
Derived Per
Pre Money Valuation
Shares O/S
Share Value
$1,000,000
1,000,000
$1.00
Ownership
Shares
Founder 1
600,000
CEO
100,000
VP Sales
100,000
A Round Investor
Stock Option Pool
200,000
Total Shares Outstanding
1,000,000
A Round
Post Money Valuation
$1,000,000
Post Money
Seed round
Ownership %
60.0%
10.0%
10.0%
0.0%
20.0%
100.0%
Amount
Invested
$0
Post Money
Seed round
Value
$600,000
$100,000
$100,000
$0
$200,000
$1,000,000
Derived Per
Share Value
$1.000
This is what people mean when they talk about a “cap table.”
< 12 >
13. Series A Round
Seed/Friends and Family Round already occurred--This is the A Round--No additional preferences
A Round
Original
Derived Per
Pre Money Valuation
Shares O/S
Share Value
$1,000,000
1,000,000
$1.00
Ownership
Founder 1
CEO
VP Sales
A Round Investor
Stock Option Pool
Total Shares Outstanding
Shares
600,000
100,000
100,000
500,000
200,000
1,500,000
A Round
Post Money Valuation
$1,500,000
Post Money
Seed round
Ownership %
40.0%
6.7%
6.7%
33.3%
13.3%
100.0%
Amount
Invested
$500,000
Post Money
Seed round
Value
$600,000
$100,000
$100,000
$500,000
$200,000
$1,500,000
Derived Per
Share Value
$1.000
< 13 >
16. Common vs Preferred Stock
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•
Dividends
Liquidation Preference
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•
Participation Preference
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–
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•
1X to 3X
Participating: Liquidation pref and prorata participation
Non participating: Liquidation pref or prorata participation
Non-economic/control features
Why have the preferred vs. common distinction?
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Valuation of common/options
Investor risk mitigation (preferred paid before common)
Flexibility in negotiating terms of control
< 16 >
17. Putting it Together: $1m Pre-Money Valuation
Preferred Round Financing
Ownership
Common Prfrd Investor
%
1,000,000
50%
1,000,000
50%
Assume 1X Liquidation, 1X Participations
Upon a liquidation event valued at the following levels, here is how value is allocated across the cap table:
Liquidation Event
from this total amount,
Preferred Liquidation
Participation
Common
50%
50%
$20,000,000
1,000,000
Liquidation Event
from this total amount,
Preferred Liquidation
9,000,000
leaving:
$10,000,000
leaving:
19,000,000
4,500,000
4,500,000
Participation
Common
The ultimate allocation of the value to the two classes of stock
Preferred
55% 5,500,000
Preferred
Common
45% 4,500,000
Common
Preferred Investor IRR if the liquidity event happens in year 5
41%
Multiple of Initial Investment
5.50X
50%
50%
1,000,000
Liquidation Event
from this total amount,
Preferred Liquidation
$50,000,000
leaving:
49,000,000
1,000,000
9,500,000
9,500,000
Participation
Common
50%
50%
24,500,000
24,500,000
53% 10,500,000
48% 9,500,000
Preferred
Common
51%
49%
25,500,000
24,500,000
60%
91%
10.50X
25.50X
< 17 >
18. Putting it Together: $3m Pre-Money Valuation
Preferred Round Financing
Ownership
Common Prfrd Investor
%
3,000,000
75%
1,000,000
25%
Assume 1X Liquidation, 1X Participations
Upon a liquidation event valued at the following levels, here is how value is allocated across the cap table:
Liquidation Event
from this total amount,
Preferred Liquidation
Participation
Common
25%
75%
$20,000,000
1,000,000
Liquidation Event
from this total amount,
Preferred Liquidation
9,000,000
leaving:
$10,000,000
leaving:
19,000,000
2,250,000
6,750,000
Participation
Common
The ultimate allocation of the value to the two classes of stock
Preferred
33% 3,250,000
Preferred
Common
68% 6,750,000
Common
Preferred Investor IRR if the liquidity event happens in year 5
27%
Multiple of Initial Investment
3.25X
1,000,000
Liquidation Event
from this total amount,
Preferred Liquidation
$50,000,000
leaving:
49,000,000
1,000,000
25% 4,750,000
75% 14,250,000
Participation
Common
25%
75%
12,250,000
36,750,000
29% 5,750,000
71% 14,250,000
Preferred
Common
27%
74%
13,250,000
36,750,000
42%
68%
5.75X
13.25X
< 18 >
19. What if You Can’t Agree on Value? – One Alternative
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•
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Punt the Valuation - Use a convertible note as bridge financing
Term - 1 yr or up to Series A closing
Interest rate
“Cap” We’ll do an example on the next slide, but for now know…
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Discount – They get to convert at a lower price
Security – In a default, debt gets paid before equity
Conversion
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The “cap” in “cap table” is short for “capitalization.” In convertible notes,
however, “cap” is the more conventional meaning of a limit. Subtle but
important difference.
Good for the investor. Easy to hear that word and assume it caps their return,
but in fact it caps their dilution, which investors like.
Automatic
Optional (investor option or company option)
Increasing popularity
Some say cheaper too because of simpler contracts.
Not inherently better or worse than equity. Depends on the risks and terms.
No equity rights (ex voting, Board) before conversion.
No liquidation preference.
< 19 >
20. Example Convertible Note
$500,000 in convertible notes paying 5% interest with a $4 million pre-money cap
and a 20% discount, with $1m raised in a priced round when the note converts.
How much they’re raising.
< 20 >
21. Example Convertible Note
$500,000 in convertible notes paying 5% interest with a $4 million pre-money cap
and a 20% discount, with $1m raised in a priced round when the note converts.
“Notes” are a loan, or “debt.” “Note” and “Notes” often used interchangeably. NOT equity...
…although they will be allowed to “convert” into equity in some
circumstances, typically next equity round or sale of firm.
< 21 >
22. Example Convertible Note
$500,000 in convertible notes paying 5% interest with a $4 million pre-money cap
and a 20% discount, with $1m raised in a priced round when the note converts.
Same as interest on a loan, but usually accrued
rather than paid cash because startups low on cash.
Typically paid on acquisition or used in value of
conversion.
< 22 >
23. Example Convertible Note
$500,000 in convertible notes paying 5% interest with a $4 million pre-money cap
and a 20% discount, with $1m raised in a priced round when the note converts.
•
•
•
In this case, the founder might think the company
is worth $4-5M while the investor thinks it’s worth
$2-3M. So rather than argue over the value of
equity they negotiate debt with a $4M cap.
In this case, the cap is expressed as a cap on the
pre-money valuation before the cash from the
investment that causes the conversion.
Be careful not to call a cap a “valuation.” It’s
something different (that avoids a valuation).
< 23 >
24. Example Convertible Note
$500,000 in convertible notes paying 5% interest with a $4 million pre-money cap
and a 20% discount, with $1m raised in a priced round when the note converts.
The note investors can convert into equity at 20%
less than the price of the next equity round or a sale
of the firm. In this case, they’d get $500K/80%=625K
in equity for their $500K investment. The 80% is what
remained after the 20% discount.
The “and” you usually see is a bit misleading
grammatically. Typically it means the investor can
exercise his/her cap OR discount, whichever leads to
the best results. We’ll walk through an example…
< 24 >
25. Example
$500,000 in convertible notes paying 5% interest with a $4 million pre-money cap
and a 20% discount.
If the pre-money valuation in the next equity round is $4.5M and $1M of new money is
raised, the note investors get (ignoring interest):
• Using the cap,
= Amount purchased via cap reduced by new investor dilution
$1M
= Note Value x(100% – New Investor Ownership) = $500K x (100% - $4.5M+$1M )
Cap
$4M
= 10.2%
or 10.2%x$5.5M post = $563K
• Using the discount,
= Fixed $ value. % ownership dependent on pre-money and new $ amount
( Note Value ) ( $500K )
= 100%-Discount = 100%-20%
Post-Money
$4.5M+$1M
= 11.4%
or 11.4%x$5.5M post = $625K
In this scenario, the investor would use the discount to get the most value.
< 25 >
26. Example
$500,000 in convertible notes paying 5% interest with a $4 million pre-money cap
and a 20% discount.
If the pre-money valuation in the next equity round is $6M and $1M of new money is
raised, the note investors get (ignoring interest):
• Using the cap,
= Amount purchased via cap reduced by new investor dilution
$1M
= Note Value x(100% – New Investor Ownership) = $500K x (100% - $6M+$1M )
Cap
$4M
= 10.7%
or 10.7%x$7M post = $750K
• Using the discount,
= Fixed $ value. % ownership dependent on pre-money and new $ amount
( Note Value ) ( $500K )
= 100%-Discount = 100%-20%
Post-Money
$6M+$1M
= 8.9%
or 8.9%x$7M post = $625K
In this scenario, the investor would use the cap to get the most value.
< 26 >
27. Additional Convertible Note Info
• No valuation for tax purposes.
• Offer different investors different terms.
But…
• If they convert into the same preferred shares as the next round (typically), they get the
liquidation preference too.
• Face value does not decline in down-rounds, so they act like Full Ratchet anti-dilution.
• Cap can act as an indicator for future valuation.
– Too high and they’ll say you failed to meet expectations.
– Too low and they’ll say you didn’t grow that much.
• Maturity of a note can give an investor significant power (default).
• Short maturities mean you may not get much time to start fundraising. If 6 months to
raise, 1 year maturity means 6 months before you start.
• Paperwork for interest
< 27 >
28. Potpourri
• What you realize after raising money and why it always costs more.
• Don’t listen (fully) to friends and family when commiserating about those awful and
unwarranted investor demands. Friends and family are your supporters and are not
objective! [or be more tuned-in to the hints]
• Momentum matters
• Angels vs. VCs
– VCs might negotiate terms. Angels are more likely to just ignore if they don’t like the terms,
especially angel groups.
– Paradoxically, Angels are more conservative than VCs despite being earlier/higher risk.
– Using their own money
– More rounds in the future at the time of investment
– Limited portfolio
• Your sales pitch is different for investors than it is for customers.
–Customers love low prices, investors hate
–Customers hate getting locked-in with a supplier, investors love such “stickiness”
–Customers may know product or service better and be comfortable, investors without industry
expertise won’t and may scrutinize things you think are given. Angels have a high variance.
–Customers love building long-term relationships, investors want an exit. Financial investors will
worry you’ll never sell your “lifestyle business.”
< 28 >
29. Potpourri – part 2
• The Myth of Alignment: Investors (esp. VCs) look for one hit out of a portfolio. Founders
look for one hit out of one.
• Down Rounds – Valuation lower than previous round
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–
–
Beyond the scope of this session, but know they’re out there.
Can be as bad reputationally as they are financially (momentum killers).
Anti-dilution clauses become critical.
• Crowdfunding
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New territory. Not all figured out yet. Opportunities, but tread carefully.
Access larger numbers of investors but with smaller pockets. Their willingness?
Don’t be tempted to chase just because Angel funding is a grind. The grass is always greener…
Probably better for consumer products.
Fame (blogger with audience) or a success in the past that has a following helps.
Sales tax, non-accredited investor, SEC legal issues. No equity (yet).
• Be prepared for due diligence when pitching. This is not sequential. Start at the
beginning of your 6 months.
< 29 >
30. VCs
•
•
VCs might negotiate terms. Angels are more likely to just ignore if they don’t like the
terms.
VCs typically want 20%+ of the equity and most offerings include more than one.
Therefore, VC deals require a good deal of dilution.
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–
•
•
Multiple VCs can mean tapping multiple networks & skills.
It can also mean a startup has options if one loses interest (see below)
Prefer $10M+ investments, so better suited to later rounds.
Be aware of VC incentives and politics.
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–
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Most VCs are determined to make your business work and help as such, BUT….
Senior partners at Marquee firms might not like to work much but pontificate at your
meetings.
Junior partners at Marquee firms might not have the power in their firms to keep you backed
when things get choppy. “Your” partner is your advocate.
Non-Marquee firms might do great work but their name doesn’t bring momentum.
VC partner on too many boards can’t add focused value for you.
Member departs to join another firm/found their own firm and remaining partners neglect
your investment for the investments they brought (they are financially incented to).
VCs have a portfolio. If you’re not a breakout success, they want to ramp you up or close
you down. They don’t want a solid but modest business.
Some too-easily rely on the fallback position of fire-the-CEO.
< 30 >
31. Control – I need 50% ownership to control, right?
Not that simple…
• Fiduciary Duty typically applies as soon as you sell the first share, even if you keep 99%.
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You are obligated to optimize value or face shareholder lawsuits
Called “Minority Shareholder Rights.” Generally stronger in the U.S. Ask anyone who’s
invested in Russia. Even Western Europe more casual vs U.S.
Keep you from buying 51% of company then selling assets to yourself for $1. Taking
boondoggles with company funds. Etc.
Therefore, operational control means only that you get greater latitude in determining
what is optimal. You can’t do whatever you want, that requires 100.0%.
• Mechanisms to maintain operational control.
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–
Preferred shares typically don’t have the same voting rights as common, so founders might
not face as much pressure from them. In big corporations, preferred shares often have no
voting rights, but most startup investors insist on some.
Other classes of shares can separate economic rights from voting rights. Facebook did this
but most tech firms don’t have the sway to pull off. Especially at the VC level, they want the
right to fire you.
< 31 >
32. Some Conventions
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•
•
•
•
•
•
•
•
•
•
You don’t have to follow the conventions, but the further you get from them, the
more scrutiny investors will apply and the more explaining you’ll have to do.
Some conventions lately have been (Don’t be surprised if they change suddenly as it’s a
trend-loving business)…
Angel rounds typically raise $200-1.5M with most in the mid-to-high six figures. More
than a million without a few gorillas is a lot of cats to herd.
Valuations have crept up this year. Used to be $2-3 for Angel rounds, now we see more
$4-5. More (or less) than low-to-mid seven figures will raise eyebrows.
Angels prefer revenue projections that are ~$100M 5 years out and cash flow positive in 2
years. $50M is about the minimum year 5 revenue to capture their interest.
Preferred shares typically have 1x liquidation preference. Up to 3x happens, but be
cautious. During really lean times it’s been even more!
Convertible notes typically see 4-10% interest rate, include a cap and a 15-30% discount.
Warrant coverage from 5-30% is typical, depending on how early they invest.
Convertible debt is expected to convert because company growing vs the corporate world
where it’s often a fallback plan.
Keiretsu has excellent resources to describe terms.
Tech people love the internet so there are lots of youtube videos, articles, blogs and
templates for startup mechanics.
< 32 >
33. The “Series A Squeeze”
•
•
•
VCs have had gross returns of zero over the last decade, historically low.
This has led investors to have a “flight to quality,” investing in fewer but best
performing funds.
The result is fewer, larger VCs who want to invest MORE per deal.
Meanwhile
• The Cloud and communications has made it cheaper to do a startup.
• Economists say cost down means quantity up -> an explosion of startups needing
LESS capital.
Combining these two we see a squeeze where new startups can’t rely on VCs to fund their
low seven figure raises anymore.
• Raises the importance of Angels & learning to work with.
• “Capital Efficiency” to an Angel means spending less to get more.
To a VC it means spending more to get much more. A VC might ask why not triple
your spend and induce growth.
DON’T ASSUME YOUR SERIES A WILL BE AS EASY AS YOUR SEED
< 33 >
34. Parting Thoughts
Principles of Financing Strategy*
•
More cash is preferred to less cash
•
Cash sooner is preferred to cash later
•
Less risky cash is preferred to more risky cash
•
Don’t run out of cash
* William Sahlman, Harvard Business School, January 2007
•
•
•
Companies with great potential can fail because of inadequate funding.
Leading companies can fall behind because weaker competitors better-funded.
Rarely hear a Founder complaining that they raised too much.
< 34 >
41. Thank you for your participation today
Please direct questions and feedback to:
Keith White
Burkland Associates
645 Harrison Street
San Francisco, CA 94107
(702) 420.1044
kwhite@burklandassociates.com
< 41 >
43. Warrants
Investors for a given round want to be the last money in to make sure you raise
enough to keep going. Yet investors typically expect the same terms. One
“sweetener” you can add are Warrants.
Warrants
• Often tiered based on timing with rewards for being early.
• Based on beating a calendar date
• Based on dollars in (first X dollars gets Y warrants, second X gets Z warrants).
• Basically stock options.
• Often expressed as a percentage “coverage.” Examples…
• For equity, “15% warrant coverage” means for every $100 you buy in you get the
option to buy $15 worth of equity in the future at the current price (expected to be a
discount since we anticipate the price to be higher later).
• For debt (convertible note) investments, “15% warrant coverage” also means for
every $100 in notes you buy, you get the option to purchase $15 worth of equity. But
with debt you can set the strike price of the warrant at the last round price, next
round price, make it up, etc. It gets complicated.
< 43 >
45. Negotiation Points
•
•
•
•
•
•
Think valuation at every milestone
Your capital plan is as important as your business plan
Align interests
Be careful what you trade away early
Have good counsel
Be realistic about valuation—other issues are important
too
• Power will vary depending on investor interest
• Investor willingness to negotiate varies. Many just won’t
bother if they don’t like the initial deal (esp. Angels).
< 45 >
46. Exit Strategies
•
•
•
Build a Business!
Initial Public Offering
Sale or Merger
–
Industry player
• Do you have relationships already?
• Are you building relationships?
–
•
•
•
•
•
VC/Private Equity
Management Buy-Out/Recapitalization
Redemption rights – Investors can insist the firm buy them out
Tag-along, Drag-along
Dividends – cash flow (do investors believe you?)
There has to be an exit for investors to get a return
< 46 >