Want to build a startup & raise some money? Part I

Hey all,

Some of you may have seen my post/q&a/whatever about being a VC intern here. I talked broadly about what the VC side of things is like, but I didn't go into much detail about the startup side of things. I've seen a fair amount of posts about startups vs corporate or how to start a company, etc-, so I thought I'd chime in with some of what I've seen and some advice, primarily on the funding side, that I can try and give those of you who are looking at the startup world. This will be broken up into two parts as it’s pretty long & I wanted to get some of it out before starting the next one. This one will focus on the basic intro about startups and funding. I’m happy to incorporate anything else you’d like in the next one - just drop a comment at the bottom!

Why should you listen to me? Good question. My simplest answer is probably that you shouldn't. I don't have all the answers, and I'm certainly not an expert (I've only been here 4+ months) - however, I am working operationally with a few of our portfolio companies and I've listened in/participated in lots of pitch meetings & post-pitch discussion, so I hopefully can pass some advice/wisdom over - but don’t take my words as the only option & I hope that others will chime in with their experiences. Either way, consider this my disclaimer for you that I don't have all the answers and then consider this cliche phrase: that there isn't just one answer.

Anyways, on to the piece de resistance-ish.

Want to know more about startups/funding them?

For those of you who look at starting a company as a break from the hard life of IB/long hours, you are mistaken. You will work just as long and just as hard (if not longer & harder) when you're working at a startup. Granted - this varies to the stage of the startup. If you're CEO, expect to be putting in 80+ hour weeks. There isn't a founder/CEO that I know that doesn't leave the office at 7 and then go home, eat, and work more until late into the night. Then get up, rinse & repeat. You don’t start a company just to get better work life balances (granted, I’m sure there are some examples of this - but in the high-tech startup world, few and far between). Also - unlike other finance positions - doing a startup for the money/exit is a really bad idea. The founder has to be very passionate about the company for it to succeed (and to raise funding). This is absolutely something that we look for at the seed stage. We don’t want you to just peace out in three months (and your employee contract will be sure to have terms that change your options if so). You have to be willing to actually work 100 hours a week every week for years - it’s mentally & physically draining, so you really have to love it.

It’s also not really a stepping stone. Once you’ve run your own company, you almost price yourself out of the market for jobs (this obviously depends on how successful you were). Lots of companies may like the idea of having a CEO under their belt, but now the ex-founder of a company has to go and work under a manager/supervisor and that may not fit culturally anymore. The most common ‘exit opps’ for a founder would be to build another startup, move to another startup in a high role (COO type of deal), participate in Angel/VC investing, or to have been acquihired to a tech company [a lot of founders leave after their contract is up, however]. There is also the retire-at-30-made-it scenario, but that is less likely...

There is also the fact that a big exit is very, very, very rare. For every $19 billion Whatsapp, there are hundreds of other companies that have okay returns or negative returns (aka write downs for VCs). Then there are hundreds of other companies that don’t get to the funding stage at all. Remember, a VC is looking for 5-10x+ on its investment. That’s not to say they won’t invest in the lower end of that, but they really need to return 5-10x to their LPs at the end of their fund cycle (usually 5-10 years). It takes a ton of work, motivation, perseverance, & luck. You can have a great product and good execution, but if your timing was off to no fault of your own - you can still go no where.

Anyways, once you've started - you're going to need money. Money & People will be the hardest part to get, but the most important to grow your business. To hire people, you'll need money, so let's talk funding.

Funding.

If you’ve started your company and things are going well, but you’re resource constrained for growth - you have a few options for getting some funding. I’ll briefly discuss the main types/rounds of funding for startups:

  • Family & Friends: Title is obvious. This will be the first funding you get - you borrow some money from your family or your friends, maybe just a few thousand dollars to pay for your AWS bill and buy some food etc-. You also put in your own money - it’s a big red flag to me if you haven’t spend your out of pocket money on paying for things and are just keeping it for a rainy day. You don’t have to go all in, but at least showing that you’re willing to risk your capital on yourself. This ‘round’ wouldn’t be very big, and may not be necessary if the founders are well capitalized themselves.
  • Angel: Generally smaller amounts than a seed stage VC. Small equity portion - usually no board seats (or they will leave in later stages), but plenty of advice and network opportunities. Be sure that the angel is a fit for you and isn’t just a check with no other help. Angels are the ones who will (hopefully) intro you to some VCs if you don’t already have connections on your own. Ideally, you’ll want to work with an angel who has done a few deals before and has seen different scenarios before than an angel who is first starting out and doesn’t know all that much (again, depending on prior success). However, cultural fit with the angel is very important as they will be your first call, most likely, whenever anything big happens to your startup.
  • Incubators/Accelerators: There has been a sharp increase in the amount of incubator programs that have started in the last few years. I’d say the most common (and one to aim for!) is Y-Combinator. It’s renowned around the world & is effectively the HBS/Goldman/'whatever you want as top’ accelerator in the startup world. Various VC firms & some universities also have their own incubators, so they are worth checking out as well. The real value here (apart from the cash given) is the connections & the various sessions that you take part of as you go through the program. You’re then introduced, and the top ones are definitely passed along early, to various VC firms for your next round of funding.
  • VC firms: Most of you know what a VC firm is - feel free to check my last post here. There are a variety of rounds of funding from Seed to Series E and further. This all depends on what you need, and you don’t have to go through (most don’t) every series of funding. The quality of the fund & the partner you are with is very important here as that can make or break what you are doing. It's important to actively target certain partners that have connections you need to advance your business.
  • Venture Debt: I don’t know too much about Venture Debt. Just that it’s effectively a line of credit for a late stage startup (one that is nearing exit to IPO - I know that Square recently got a $200mm line of credit, so something like that). I’d love for someone else to chime in and let me know more about it, but I presume the collateral (if there is any) comes from either the assets that the startup already has or from a convertible note - but again, I’m not sure on this!
  • Bank Loans/P2P Loans: Not as common in the startup world, but still an option for funding. Banks will usually require a bit more due diligence/collateral before they would decide to lend to a startup, but some banks do as part of their small business setup. P2P loans are also an option - LendingClub is a big one in this market.
  • Invoice Financing: Another way to get some financing is by using a company that pays you upfront for invoices you’ve sent out (usually, if it’s B2B - you won’t get paid for 30-60 days after an invoice has been sent out, which can cause cash-flow issues for a startup) and then will take a percentage off of that as their fee/commission. Not as common in the US, I believe, but still an option depending on the type of company that you’re running.

For the most part, those are the main types of funding that a startup will encounter. I’m sure there are many more and I hope I haven’t missed any glaring ones! Let me know what you monkeys have seen working in VC/startups.

Anyways, that’s the first part of the post. The second part will focus on how to get a meeting, the deck, your pitch (what to do/what not to do), and how you handle funding/rejection after the fact! I’ll try to get that post out soon, but let me know if there is anything else you want me to add in & feel free to add in questions below.

 

I would be interested in your thoughts regarding crowfunding and Reg D 506(C) offerings moving forward for start ups, and the potential effect that it might have on the VC industry... There has been some chatter on this site, and in the community regarding crowdfunding and specifically the JOBS Act as a way for funds to raise capital, but I think the idea of the legislation is to give start ups the ability to raise capital more quickly, and with fewer fees. I recently left finance and moved back out West to run a deal my dad put together (hospitality industry), and we are in the middle of an offering at the moment (equity/warrants), to support our 2014/2015 growth strategy. We're a small public company and our current offering is not a 506(C), but going forward as crowdfunding becomes more efficient I think it will present a phenomenal opportunity for companies in the $35-100mm market cap segment to raise capital. Thoughts?

 
StartUpDev:

I would be interested in your thoughts regarding crowfunding and Reg D 506(C) offerings moving forward for start ups, and the potential effect that it might have on the VC industry... There has been some chatter on this site, and in the community regarding crowdfunding and specifically the JOBS Act as a way for funds to raise capital, but I think the idea of the legislation is to give start ups the ability to raise capital more quickly, and with fewer fees. I recently left finance and moved back out West to run a deal my dad put together (hospitality industry), and we are in the middle of an offering at the moment (equity/warrants), to support our 2014/2015 growth strategy. We're a small public company and our current offering is not a 506(C), but going forward as crowdfunding becomes more efficient I think it will present a phenomenal opportunity for companies in the $35-100mm market cap segment to raise capital. Thoughts?

I definitely agree that crowd funding does & will present a great opportunity for companies looking to raise. The SEC is still looking at the JOBS act & how to implement the regulation on Title III, I believe. They're figuring out the un-accredited crowd funding portion. Depending on the legislation/burden with that, will depend on how many companies choose to crowdfund to the public - an interesting WSJ article touches on some of the issues that smaller startups are saying about the cost of having their financials audited by an external firm.

I think, as you said, for the 35-100mm market cap, they will be able to raise capital pretty easily - even if it's just a little bit of money because the timing is right/market is hot. Bear in mind, (I believe) there is a $1mm cap on public funds every 12 months if a company is using crowd funding, so it'll most likely be raised in addition to other sources of funding. An interesting use case of this is Quibb. They've recently raised 750k, but from that 750k, they reserved 100k for crowd funding investment using Alphaworks - still based on accredited investors, but it will offer to unaccredited when the SEC implements the regulation. If you're interested in their deck/investment page, check this out.

I look at it as something that is complementary to the VC world, but also encourages VCs to stay on their toes & provide more than just a check. The bargaining power almost shifts from the VC to the startup with the various forms of crowd funding, so it means that VCs will have to have teams that help the startup. This is becoming more common with vc firms having in-house design, counsel, engineering, leadership, etc- Just take a look at the teams of Andreessen Horowitz or Google Ventures and see how many different types of partners there are nowadays.

Best of luck with your deal/offering! Would love to hear more about your path and what you did to prepare for the offering/how you found investors.

 
Loki777:

As a startup, at what point should you become a legal entity, get a lawyer, and a cpa?

I would say that legal entity should come pretty quickly. It really depends on what you're doing, but as soon as you're interacting with customers on a fairly meaningful basis (open to your interpretation) - selling a fair amount of things or have a large amount of customers - it would be wise to become a legal entity. All it does is protect you from any litigation or issues stemming from the business and you can always reincorporate later on if you prefer a specific type of corporate structure/investors would like you to change the structure.

Lawyer & CPA are a little trickier. As you're raising, it would be wise to consult a lawyer once you have a term sheet or if you have any questions about your rights when you're about to take funding. Maybe not in terms of angel/incubator/seed rounds, but once you head towards your series rounds of funding. It'll be helpful to have one that you can build a relationship with over time, but I would recommend only paying per 'task' - there is no need to have a retainer or bring in counsel - unless you're operating in a business that has a lot of legal challenges.

CPA is pretty similar. Around tax season/filings, it would be good to find a CPA (even if it's just HR Block's business services) to go through your tax filings and ensure that you're not losing money somewhere. This also depends on how you are raising funds - earlier stage funding won't care as much about financial statements as you'll have little to show, but later on - accurate projections & statements will become more important to a VC firm.

On both lawyers & CPAs, you can wait a while until these are necessary. Most services are available online for the most part (a lot of our portfolio companies use Xero for their accounting & the bigger ones will just send those statements over to an accountant at quarters end to ensure accuracy). Things like LegalZoom also make it much easier to incorporate/use basic legal services for a lower price than meeting a lawyer for a few hours.

Basically, it depends on your business, but if you are just starting off - you don't have to worry too too much about counsel/cpas.

packmate:

Great series so far! I can chime in a little about the venture debt portion. Venture debt is primarily for companies that need to raise capital but don't want to dilute equity and have the cash flows to service the debt. Venture debt is typically structured to have first lien over equity(natural for debt) and typically have a high interest rate. However, in order to compensate for the high risk of investing in an early stage company, they usually attach warrants to the deal to increase their rate of return. Hercules is a big player in the market and is the go to venture debt player for most silicon valley companies.

Thanks for chiming in! It seems like a pretty interesting area - I imagine that the work one would do there would be a lot more technical/modeling based than most earlier VC firms, but probably on par for a series round at the same stage of the company.

 
Best Response

Great series so far! I can chime in a little about the venture debt portion. Venture debt is primarily for companies that need to raise capital but don't want to dilute equity and have the cash flows to service the debt. Venture debt is typically structured to have first lien over equity(natural for debt) and typically have a high interest rate. However, in order to compensate for the high risk of investing in an early stage company, they usually attach warrants to the deal to increase their rate of return. Hercules is a big player in the market and is the go to venture debt player for most silicon valley companies.

 

For startups in the UK look into the seed enterprise investment scheme, which allows you to raise up to £150,000 to get things going with 70-100% tax relief for your investors. It's big brother EIS allows for up to £5m of investment with 62.5% tax relief. Also R&D tax credits, which can mean an additional 32% of your spending back from the government.

For US startups registration as a Delaware C-corp is standard, https://www.clerky.com/ is the cheapest, easiest way to do this.

It is difficult to value an early stage company, so your initial fund raising should be in the form of a convertible note with a cap and discount, or you can use Y-combinator's SAFE instrument here: http://ycombinator.com/safe/

If you're doing anything vaguely tech-related, sign up to Microsoft Bizspark, 3 years of free microsoft software.

Peter Thiel did a pretty good job covering some interesting angles in his Stanford CS183 class, notes here: http://blakemasters.com/peter-thiels-cs183-startup

 
somebody:

For startups in the UK look into the seed enterprise investment scheme, which allows you to raise up to £150,000 to get things going with 70-100% tax relief for your investors. It's big brother EIS allows for up to £5m of investment with 62.5% tax relief. Also R&D tax credits, which can mean an additional 32% of your spending back from the government.

For US startups registration as a Delaware C-corp is standard, https://www.clerky.com/ is the cheapest, easiest way to do this.

It is difficult to value an early stage company, so your initial fund raising should be in the form of a convertible note with a cap and discount, or you can use Y-combinator's SAFE instrument here: http://ycombinator.com/safe/

If you're doing anything vaguely tech-related, sign up to Microsoft Bizspark, 3 years of free microsoft software.

Peter Thiel did a pretty good job covering some interesting angles in his Stanford CS183 class, notes here: http://blakemasters.com/peter-thiels-cs183-startup

Awesome information! Thanks for adding!

 
timpson:
SmokeyTheBear:

x

Is the 5-10x expected return the same for all industries or is that more for technology start-ups due to the higher risk associated with them?

That's generally the aim for the VC industry on the whole (mainly focused on technology, but I'm sure it holds true for BioTech etc-) - obviously it depends on the firm & the style of investment (how much you're putting in/what stage etc-). PE, from what I know (which is limited knowledge!), generally has a bit of a lower return threshold, as they're buying full scale companies and the growth potential is lower than getting in at the beginning of a startup that will (hopefully) explode.

VC firms also rely a lot on one or two massive successes to push them over, whereas PE strives to have all their investments be Accretive to their fund - a little more risk averse than the VC industry.

Hopefully that makes sense?

 

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