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SHOW ME
THE MONEY!
Jordan Schlipf

@jordups

www.foundercentric.com
up
rt
ta
es
Th
“
e”
pl
eo
p
ion
at
uc
ed
ROB FITZPATRICK

SALIM VIRANI

DEVIN HUNT

JORDAN SCHLIPF
WORKSHOP
VS.
LECTURE
Caveat: this is just one man’s opinion
1
TYPES OF FUNDING
4 WAYS TO FUND A COMPANY

1.  Revenue
2.  Debt
3.  Grants
4.  Equity
REVENUE
The Customer Funded Business

Fact: the vast majority of fastgrowing businesses never
raise VC (nor write business...
5 Types of Customer Funded
Business:
1. Pay in advance: architects, DELL
2. Matchmaker models: eBay, Expedia, AirBNB
3. Su...
REVENUE

Even if it s not the long-term
plan, it puts you in a
stronger position for
eventual fund-raising!
Ideally you want to be able
to say to investors "We'll
succeed no matter what,
but raising money will help
us do it faster...
WARNING

Raising, or trying to
raise, Venture Capital
too early is dangerous
DEBT
Almost always a bad fit (and
dangerous) for startups which deal with
uncertainty
Its good when you have guaranteed
in...
GRANTS
EQUITY
Sell a % of your company for cash
If the company fails, you owe nothing
Good for high growth potential
businesses –...
We re mostly
talking about
equity funding
REMEMBER

Equity funding is
designed around the
needs and desires of
investors, not startups
2
STAGES OF
EQUITY FUNDING
STAGE AT WHICH ‘SERIES A’ HAPPEN
60%

25%
5%

10%
FUNDING STEPPING STONES

Sweat Equity
£0
Fools, Family & Friends
<£10
Accelerator
£15-60k
Business Angel
£25-50k
SEIS (UK ...
SUCCESSFUL
FUNDING JOURNEY

Sweat Equity
Accelerator
Seed
Series A
Series B

£0
£15-60k
£250-600k
£1-5m
£3-15m
REMEMBER

The Series A funding gap is
real. Plan to survive off of
your seed round until you
can raise a Series B.
REMEMBER

You will need to “herd the
cats”. No single investor
will write the whole
cheque (co-invest)
FUNDRAISING IS A JOURNEY

You need to match your
financing strategy to the
‘stepping stones’ or
funding stages available
YOU BRIDGE THE GAPS…

…WITH SWEAT EQUITY
If you've [already] sold more than
about 40% of your company total, it
starts to get harder to raise an A
round, because V...
3
WHAT DO VCs
NEED TO SEE IN
THEIR INVESTMENTS?
VC INVESTABLE BUSINESSES

1.  10x / 8x returns in 3-5 yrs
2.  Big market & growing
3.  Ambitious founders +skills
4.  Defe...
QUESTION

Do I need a business
plan? Is a slide deck
enough?
Source: “The New Business Road Test”, John Mullins
UNIT ECONOMICS
That you have an understanding of
the unique cash flow of your business
and its associated risk dynamics
(s...
RUNWAY & BURN RATE
“What the hell are you intending to
spend my money on… and do I
believe you”
Link the cash burn with ti...
REMEMBER

Investors only get paid if
you sell the company, so
you re promising to try and
do that
4
FREQUENTLY
ASKED QUESTIONS
QUESTION

How much equity do
you give to your
cofounders? What
about late additions?
The most important
principle: Fairness, and the
perception of fairness, is
much more valuable than
owning a large stake
Jo...
We can t invest in a
company where the CTO
has that little equity.
It s too much of a risk.
Sitar Teli (paraphrased)
QUESTION

How much equity
goes to key early
employees?
KEY EMPLOYEES #1-5

I would suggest the following
allocations of options by position:
Senior VP of Sales
CFO
Senior Engine...
QUESTION

What do you give
an advisor? What
do they give you?
ADVISOR EQUITY

Equity before funding
After funding
EXPECTATION

1-4 hours per month

1-2%
0.5-1%
RULE OF THUMB

Important long-term or
need someone senior,
but light on hours-permonth
QUESTION

How much should
we pay ourselves?
Source: www.passioncapital.com
5
THE LEGALS
THAT MATTER
THE 3 LEGALS THAT MATTER

1.  IP assignment
2.  Founder vesting
3.  Employment contracts
(non-compete)
FOUNDER VESTING

Typically structure:
•  3 or 4 Year term
st year cliff
•  1
•  Linear: monthly or quarterly
EMPLOYEE OPTION POOL
Typically 10%
Be aware that employee options
effectively dilute you without
diluting investors
Note: ...
OTHER BELLS & WHISTLES
•  Liquidation preference - full,
capped or non-participating
Beware multiples!
•  Pre-emptions rig...
TIP

Ask the VC to run a
spreadsheet demonstrating
the individual ‘pay outs’
based on different sales
price scenarios
WARNING

What you agree will
carry forward to future
rounds!
USEFUL RESOURCES

www.passioncapital.com
www.taylorwessing.com/
twtechfocus/
http://ycombinator.com/
seriesaa/
6
VALUATIONS
QUESTION

What s the difference
between pre-money
and post-money
valuations?
FORMULA

Post money valuation =
pre money valuation +
amount of cash invested
WHAT % DO THE INVESTORS
END UP WITH?

% Investors =
amount of cash invested /
post money valuation
QUESTION
Your company is worth $2m ‘pre’ and
you raise $500k.
How much is it worth after the money?
What % do you still ow...
QUESTION
3 co-founders evenly share a
company. They raise 250k on 750k pre
What % and £ does each of them own
now? What % ...
FORMULA
1.  Post-money valuation = Pre-money valuation + Investment
amount
2.  Purchase price per share = Pre-money valuat...
RUN THE NUMBERS!

When investors put cash
into a business, your %
ownership goes down, but
your ££££ ownership stays
the s...
There s no
evidence of what
an early-stage
startup will be
worth
So we make it up
as a combination
of necessity plus
comparisons
VALUATION RULE #1

Regardless of amount
being raised, expect to
give up 20-40% per
round
Don't worry about giving up too
much equity at an early stage.
If the company is successful you
will be very rich. If it i...
QUESTION

What is the danger
of a sky-high
valuation?
(remember the 10x exit rule)
REMEMBER
Valuations that are too high will
deter other VC firms from investing.
They will expose you to all sorts of
probl...
WARNING

Valuations that are really low
are obviously bad as well, since
they mean that you either got
screwed or that the...
VALUATION RULE #2

Raise enough
money for
12-24 months
QUESTION

Why raise for so
much time?
THE FUNDING TIMELINE
Raising money takes 3 months (full time)
But you don t want to negotiate with an
empty bank account, ...
WARNING

Short runways are often
perceived as a sign of
massive weakness. Ideally,
you have min. 6-3 months of
cash in the...
So what s your
valuation?
(Or rather, your
valuation range)
FIGURING OUT YOUR VALUATION
1.  Figure out 12 and 24 month budgets
(include a safety factor)
2.  Work out a valuation for ...
FIGURING OUT YOUR VALUATION

In other words, if you re
strong, you can either
negotiate toward the 20%
(less equity) or th...
TIP

Keep negotiation simply by
focusing only on premoney valuation and the
amount they re putting in
One of the things that surprises
founders most about fundraising is
how distracting it is. When you
start fundraising, eve...
7
PRACTICALITIES
I said, I m not raising money
right now. But I will be in 3
months. What are you scared of
and where would we need to be
f...
LONDON VS. THE VALLEY

In 2012, the valley did $12.5B over
977 rounds and London did $1.75B
over 274 rounds
Source: Dow Jo...
WARNING

It’s virtually impossible to
change your VC; once they’re
on your board and cap table,
they’re there for good. So...
DO YOUR INVESTOR DUE DIL

f6s.com (accelerators)
angel.co (angels & VCs globally)
capitallist.co (London angels)
thefunded...
TIP

Momentum is everything!
See as many investors as
quickly as possible.
Create the illusion of
being oversubscribed
TIP

Close a strong lead
investor ASAP (e.g. cash
in bank), and then fill in
the rest as a rolling round
TIP

Search for a
champion or
evangelist within a
VC firm
TIP

Create a data room
or DD folder using
Dropbox or Box
TIP

Cold emails to investors
don t work. You need
warm intros
RESOURCES

Read this article:
http://paulgraham.com/
fr.html
www.feld.com/
LIST OF FUNDING SOURCES
WE’RE
HERE TO
HELP!
Jordan Schlipf

@jordups

LEARN MORE?

bit.ly/fc-list
Funding, equity, valuations by Jordan Schlipf
Funding, equity, valuations by Jordan Schlipf
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Funding, equity, valuations by Jordan Schlipf

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Presentation about Fundraising given by Jordan Schlipf (Founder Centric) on Startupbootcamp Alumni Summit 23 & 24 Jan '14 in London.

Published in: Business

Transcript of "Funding, equity, valuations by Jordan Schlipf"

  1. 1. SHOW ME THE MONEY! Jordan Schlipf @jordups www.foundercentric.com
  2. 2. up rt ta es Th “ e” pl eo p ion at uc ed
  3. 3. ROB FITZPATRICK SALIM VIRANI DEVIN HUNT JORDAN SCHLIPF
  4. 4. WORKSHOP VS. LECTURE Caveat: this is just one man’s opinion
  5. 5. 1 TYPES OF FUNDING
  6. 6. 4 WAYS TO FUND A COMPANY 1.  Revenue 2.  Debt 3.  Grants 4.  Equity
  7. 7. REVENUE The Customer Funded Business Fact: the vast majority of fastgrowing businesses never raise VC (nor write business plans) Prof. John Mullins “The New Business Road Test”
  8. 8. 5 Types of Customer Funded Business: 1. Pay in advance: architects, DELL 2. Matchmaker models: eBay, Expedia, AirBNB 3. Subscription models: Netfix, Tutor Vista 4. Scarcity models: Zara, GILT 5. Service-to-product models: Microsoft, GoViral Prof. John Mullins “The New Business Road Test”
  9. 9. REVENUE Even if it s not the long-term plan, it puts you in a stronger position for eventual fund-raising!
  10. 10. Ideally you want to be able to say to investors "We'll succeed no matter what, but raising money will help us do it faster." Paul Graham
  11. 11. WARNING Raising, or trying to raise, Venture Capital too early is dangerous
  12. 12. DEBT Almost always a bad fit (and dangerous) for startups which deal with uncertainty Its good when you have guaranteed income but negative working capital Asset based lending, and you might be personally liable
  13. 13. GRANTS
  14. 14. EQUITY Sell a % of your company for cash If the company fails, you owe nothing Good for high growth potential businesses – manages to achieve the required “risk vs. reward” profile for investors
  15. 15. We re mostly talking about equity funding
  16. 16. REMEMBER Equity funding is designed around the needs and desires of investors, not startups
  17. 17. 2 STAGES OF EQUITY FUNDING
  18. 18. STAGE AT WHICH ‘SERIES A’ HAPPEN 60% 25% 5% 10%
  19. 19. FUNDING STEPPING STONES Sweat Equity £0 Fools, Family & Friends <£10 Accelerator £15-60k Business Angel £25-50k SEIS (UK only) £150k Seed £250-600k Series A £1-5m Series B £3-15m
  20. 20. SUCCESSFUL FUNDING JOURNEY Sweat Equity Accelerator Seed Series A Series B £0 £15-60k £250-600k £1-5m £3-15m
  21. 21. REMEMBER The Series A funding gap is real. Plan to survive off of your seed round until you can raise a Series B.
  22. 22. REMEMBER You will need to “herd the cats”. No single investor will write the whole cheque (co-invest)
  23. 23. FUNDRAISING IS A JOURNEY You need to match your financing strategy to the ‘stepping stones’ or funding stages available
  24. 24. YOU BRIDGE THE GAPS… …WITH SWEAT EQUITY
  25. 25. If you've [already] sold more than about 40% of your company total, it starts to get harder to raise an A round, because VCs worry there will not be enough stock left to keep the founders motivated. Paul Graham
  26. 26. 3 WHAT DO VCs NEED TO SEE IN THEIR INVESTMENTS?
  27. 27. VC INVESTABLE BUSINESSES 1.  10x / 8x returns in 3-5 yrs 2.  Big market & growing 3.  Ambitious founders +skills 4.  Defensible moat 5.  Sexy?
  28. 28. QUESTION Do I need a business plan? Is a slide deck enough?
  29. 29. Source: “The New Business Road Test”, John Mullins
  30. 30. UNIT ECONOMICS That you have an understanding of the unique cash flow of your business and its associated risk dynamics (sensitivities) The unit economics are within range or realistically ‘optimizable’ (Series A)
  31. 31. RUNWAY & BURN RATE “What the hell are you intending to spend my money on… and do I believe you” Link the cash burn with timing and key milestones. Does this align with next funding stages?
  32. 32. REMEMBER Investors only get paid if you sell the company, so you re promising to try and do that
  33. 33. 4 FREQUENTLY ASKED QUESTIONS
  34. 34. QUESTION How much equity do you give to your cofounders? What about late additions?
  35. 35. The most important principle: Fairness, and the perception of fairness, is much more valuable than owning a large stake Joel Spolsky
  36. 36. We can t invest in a company where the CTO has that little equity. It s too much of a risk. Sitar Teli (paraphrased)
  37. 37. QUESTION How much equity goes to key early employees?
  38. 38. KEY EMPLOYEES #1-5 I would suggest the following allocations of options by position: Senior VP of Sales CFO Senior Engineer Junior Engineer *Based on Series A 3.0% 2.0% 0.5% 0.1%
  39. 39. QUESTION What do you give an advisor? What do they give you?
  40. 40. ADVISOR EQUITY Equity before funding After funding EXPECTATION 1-4 hours per month 1-2% 0.5-1%
  41. 41. RULE OF THUMB Important long-term or need someone senior, but light on hours-permonth
  42. 42. QUESTION How much should we pay ourselves?
  43. 43. Source: www.passioncapital.com
  44. 44. 5 THE LEGALS THAT MATTER
  45. 45. THE 3 LEGALS THAT MATTER 1.  IP assignment 2.  Founder vesting 3.  Employment contracts (non-compete)
  46. 46. FOUNDER VESTING Typically structure: •  3 or 4 Year term st year cliff •  1 •  Linear: monthly or quarterly
  47. 47. EMPLOYEE OPTION POOL Typically 10% Be aware that employee options effectively dilute you without diluting investors Note: only to next funding round
  48. 48. OTHER BELLS & WHISTLES •  Liquidation preference - full, capped or non-participating Beware multiples! •  Pre-emptions rights •  Right of first refusal & Co-sale •  Drag-along
  49. 49. TIP Ask the VC to run a spreadsheet demonstrating the individual ‘pay outs’ based on different sales price scenarios
  50. 50. WARNING What you agree will carry forward to future rounds!
  51. 51. USEFUL RESOURCES www.passioncapital.com www.taylorwessing.com/ twtechfocus/ http://ycombinator.com/ seriesaa/
  52. 52. 6 VALUATIONS
  53. 53. QUESTION What s the difference between pre-money and post-money valuations?
  54. 54. FORMULA Post money valuation = pre money valuation + amount of cash invested
  55. 55. WHAT % DO THE INVESTORS END UP WITH? % Investors = amount of cash invested / post money valuation
  56. 56. QUESTION Your company is worth $2m ‘pre’ and you raise $500k. How much is it worth after the money? What % do you still own? The investors?
  57. 57. QUESTION 3 co-founders evenly share a company. They raise 250k on 750k pre What % and £ does each of them own now? What % of the company have they given up ?
  58. 58. FORMULA 1.  Post-money valuation = Pre-money valuation + Investment amount 2.  Purchase price per share = Pre-money valuation / Number of fully-diluted shares before investment 3.  Number of new shares issued to investor = Investment amount / Purchase price per share 4.  Number of fully-diluted shares after investment = Number of fully-diluted shares before investment + Number of new shares issued to investor
  59. 59. RUN THE NUMBERS! When investors put cash into a business, your % ownership goes down, but your ££££ ownership stays the same
  60. 60. There s no evidence of what an early-stage startup will be worth
  61. 61. So we make it up as a combination of necessity plus comparisons
  62. 62. VALUATION RULE #1 Regardless of amount being raised, expect to give up 20-40% per round
  63. 63. Don't worry about giving up too much equity at an early stage. If the company is successful you will be very rich. If it isn't successful then holding 60% versus 30% won't matter Don Dodge
  64. 64. QUESTION What is the danger of a sky-high valuation? (remember the 10x exit rule)
  65. 65. REMEMBER Valuations that are too high will deter other VC firms from investing. They will expose you to all sorts of problems regarding compensation and expected future returns for your employees and investors.
  66. 66. WARNING Valuations that are really low are obviously bad as well, since they mean that you either got screwed or that there is something wrong with your idea
  67. 67. VALUATION RULE #2 Raise enough money for 12-24 months
  68. 68. QUESTION Why raise for so much time?
  69. 69. THE FUNDING TIMELINE Raising money takes 3 months (full time) But you don t want to negotiate with an empty bank account, so you leave a safety buffer of 3 months at the end Which gives you 9-21 months to actually build your company
  70. 70. WARNING Short runways are often perceived as a sign of massive weakness. Ideally, you have min. 6-3 months of cash in the bank.
  71. 71. So what s your valuation? (Or rather, your valuation range)
  72. 72. FIGURING OUT YOUR VALUATION 1.  Figure out 12 and 24 month budgets (include a safety factor) 2.  Work out a valuation for each based on 20% and 40% dilution 3.  You ve now got the four corners of your valuation range 4.  Negotiate inside those ranges based on your strength vs. peers
  73. 73. FIGURING OUT YOUR VALUATION In other words, if you re strong, you can either negotiate toward the 20% (less equity) or the 24 months (more runway)
  74. 74. TIP Keep negotiation simply by focusing only on premoney valuation and the amount they re putting in
  75. 75. One of the things that surprises founders most about fundraising is how distracting it is. When you start fundraising, everything else grinds to a halt. Paul Graham
  76. 76. 7 PRACTICALITIES
  77. 77. I said, I m not raising money right now. But I will be in 3 months. What are you scared of and where would we need to be for you to be excited? Stephen Rapoport
  78. 78. LONDON VS. THE VALLEY In 2012, the valley did $12.5B over 977 rounds and London did $1.75B over 274 rounds Source: Dow Jones VentureSource, 2012 So the valley has 4x the deals and 2x valuations (but also more startups)
  79. 79. WARNING It’s virtually impossible to change your VC; once they’re on your board and cap table, they’re there for good. So you have to choose very wisely
  80. 80. DO YOUR INVESTOR DUE DIL f6s.com (accelerators) angel.co (angels & VCs globally) capitallist.co (London angels) thefunded.com (investor ratings) + ask around (previous investees)
  81. 81. TIP Momentum is everything! See as many investors as quickly as possible. Create the illusion of being oversubscribed
  82. 82. TIP Close a strong lead investor ASAP (e.g. cash in bank), and then fill in the rest as a rolling round
  83. 83. TIP Search for a champion or evangelist within a VC firm
  84. 84. TIP Create a data room or DD folder using Dropbox or Box
  85. 85. TIP Cold emails to investors don t work. You need warm intros
  86. 86. RESOURCES Read this article: http://paulgraham.com/ fr.html www.feld.com/
  87. 87. LIST OF FUNDING SOURCES
  88. 88. WE’RE HERE TO HELP! Jordan Schlipf @jordups LEARN MORE? bit.ly/fc-list

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