2. It is a fact that venture capitalism today is not what it used to be. The
bountiful returns of the dotcom years are long gone and venture capital (VC)
firms are now struggling to exit their investments via initial public offerings
(IPOs) or mergers and acquisitions (M&A).
Also, a new regulatory landscape is threatening to hinder rather than help the
industry, and the companies VCs invest in require watertight strategies for
major growth.
But regardless of where their investments are based today, no VC firm has
been immune to the global downturn. The number of IPOs by venture-backed
companies in the U.S. plummeted from 260 in 2000 to 13 in 2009, and VC-
backed M&A
I guess one of the major issues today is how — or whether — the much-
anticipated recovery of the IPO market would be different from what took
place after the dotcom crash.

3. Reaching back into history and looking at the technology IPO market of the 1970s;
one clearly realizes it was like a backwater, with less than half a dozen companies
going public each year. Despite IPOs from such future industry bellwethers as Intel
and Tandem, the average deal size was around $10 million back then.
The market started gaining traction, however, with the IPOs of Apple and
Genentech in 1980. In that decade, there were 32 technology IPOs a year, followed
by more than 100 technology stock market debuts in the first half of the 1990s.
From 1996 to 1998 — the years that experienced the first wave of Internet-related
IPOs as well as Amazon’s IPO — there were 240 deals annually, which were
followed by the “crazy years” of 1999 and 2000, with nearly 400 deals a year.
As the VC industry picks up steam from its current state, it faces a markedly
different environment than it did after the 2000 dotcom bust. After 2000, IPO
activity was lean for a couple of years but then recovered. From 2001 through
2007, there were 62 deals a year and an average $11.4 billion a year was raised.

4. In contrast, in 2008 and 2009 each, there were only 18 deals with a value of about
$3.5 billion. In a sense, the recent deal levels are more or less reminiscent of the
1970s and 1980s.
Other factors that would make the current recovery different? For example, the
dotcom bubble was focused on telecoms and the Internet and was mostly a U.S.
kind of phenomenon . Hence, the damage was limited in large part to Nasdaq
stocks, whose collective value fell some 80% between 2000 and 2003; the broader
S&P index was down about 30%.
Big IPOs from the likes of Google and VMWare, and sufficient credit in the markets,
helped VC fundamentals recover from the dotcom crash, as did the increased role
of leveraged buyout (LBO) firms in IPO and M&A. LBO firms accounted for about
25% of the IPO and M&A markets in the mid-2000s, buying big technology
companies, taking them private and then taking them public again.
However, this time, the crash has been much deeper, broader, much more global.
The bust … took 17 months to force the market down 50%, and it was down 50%
not just in Nasdaq, but in the S&P, the Dow and most global indices.

5. The near-disappearance of credit is also striking. It’s really a ‘have and have-not’
market. While each of the top dozen technology companies has $5 billion to $30
billion of cash and a big advantage over the others, credit is largely unavailable to
mid-sized companies. It looks like it’s going to take a longer time to come back….
We’re going to need to get the credit flowing in the economy again before things
really open up.
The various players orchestrating the deals are also different from 10 years ago. For
example, there are fewer underwriters helping to take companies public, following
a number of bankruptcies and a wave of consolidation. For those that are still in
the game, risk-aversion is the new catchphrase.
The big VC companies now sort of have a chokehold on the distribution and they’re
not letting companies go public unless they have very, very large revenues and
prospects for big market caps.
Also it seems that large investment banks today will not do an IPO under $75
million (bearing in mind that the IPOs of Cisco and Apple were under $50 million
each).

6. The institutions have become so large, managing so much capital, that they really
don’t have time to pay attention to an IPO, especially a venture capital-staged IPO
with less than $100 million in revenue and a market cap of less than $500 million.
The loss of independent research has also affected the market and that void has
never been filled again…. The big banks have never found a way to make money by
supporting independent research.
Indeed, the playing field among the banks is vastly different than before. Back in
the 1980s and 1990s, big names like Morgan Stanley and Goldman Sachs each held
between 5% and 10% of the technology IPOs, while the remainder was shared
among “boutique” firms such as Hambrecht & Quist, Robertson Stephens, Alex
Brown, L.F. Rothschild and Montgomery Securities.
The VC community was pleased to trust those smaller firms with book running
some of their best offerings, like Sun Microsystems and Adobe. Today, it seems like
the feeling is if Morgan and Goldman won’t take your company public, it’s not
worth it. It’s like saying, if you can’t get your kids into Wharton or Stanford, they
might as well work in the coal mines.

7. One solution is maybe to use this generation’s boutique brokerage firms to lead
smaller IPOs for smaller companies. About half a dozen brokerage boutiques are
perfectly capable of taking companies public and are willing to do smaller deals.
Until we can get research in the system, until we can get more boutique banks to
do smaller underwritings, until we can get institutional attention and get capital
coming back, I am afraid the risk-reward ratio will continue to be very difficult and
you will have shrinkage of the IPOs.
The IPO and M&A markets are and have always been indeed interlinked. You need
a good vibrant capital market to make a good M&A market. Otherwise, you get a
lot of dinky M&As. Hence, companies must be encouraged to build long-term,
sustainable growth that leads to an IPO, instead of getting them to focus on M&A
too early in their development.
It’s very hard as a venture capitalist, as a professional board member, to tell a
management team, You’re going to build this company to be acquired. When these
companies get swallowed by larger entities, the passion dies, the entrepreneurship
dies.

8. At some point, if it becomes apparent that an IPO is not the best way out, a
company could look at alternatives like M&A deals.
I believe M&A should not be the only exit strategy for a company. Companies that
operate with the sole objective of being bought have a much narrower focus than
others.
IPOs were once within reach of companies with annual revenues of between $30
million and $50 million, a few consecutive profitable quarters, a good management
team, and good investment bankers and attorneys. But this changed after the
dotcom crash, and investors wanted safety in large, very mature companies with
revenues of $150 million or more. That has really sort of been the market bar for
the last seven years.
The upshot? Companies now have to wait longer to go public, stretching the
investment period of their VC backers. All of a sudden, the VCs who are used to
getting companies public within three to five years of the first venture round need
to fund them for three or five more years.

9. At the same time, returns have been shrinking: 1998 was really the last vintage
that made significant amounts of money. Returns on venture funds raised in seven
of the last 10 years have been negative. In only three years — 2003, 2004 and 2005
— could VCs buy cheap and get their investments public before the next market
crash and show any positive returns … and they were all single-digit returns.
Moves to tighten regulation are also hindering the VC industry’s ability to return to
health. Not only has Sarbanes-Oxley increased the cost of running a public
company, but also the plethora of regulations has meant companies have a hard
time finding board members … because of the big regulatory burden. Ultimately,
over-regulation will stymie innovation, which, along with technology, is one of the
greatest assets the U.S. has besides our freedom.
The country has the ability to commercialize technology better and faster than
anywhere else in the world, and that is really under siege today.
The current U.S. laws on directors’ liability and disclosure are good enough and
don’t need to be changed. All this rhetoric … about say-on-pay, cap-on-pay and
pay-tied-to-performance is really missing the real issue.

10. I wonder what the current Obama Administration is thinking when considering to
tax VC firms on their “carried interest” (i.e.: the profit earned from returns their
investors make from the start-ups they finance). What problem are we trying to
fix? Venture capital returns more to the country in taxes and by creating jobs than
capital gains or carried-interest taxes ever would.
In the VC industry, we take .2% of GDP and we generate 21% of GDP. Tell me what’s
broken about that? Why isn’t that a good thing? Go figure.
A lot of times, good intentions on the regulatory side have unintended
consequences. In the case of Spitzer and the investment banks’ conflict-of-interest
issue, the solution could simply focus on better disclosures concerning which
reports written by the analysts involve companies that are the bank’s clients. But
the regulation went too far by prohibiting research analysts from being paid from
the fees generated by the investment banking business.
That’s great, except there aren’t really any other fees in the business to pay
analysts, because the trading revenues are going to zero, and as a result, most of
the talented analysts have left the business to work at hedge funds, private equity
or VC firms.

11. Between 40% and 50% of Nasdaq-listed companies today have no analysts tracking
their stocks. We have to get back to some common sense.
As the IPO market struggles with those issues, M&A transactions have become the
dominant form of exit. However, M&A isn’t generating sufficient returns for
investors: In the third quarter of 2009, only two of the 22 disclosed deals had a
return of 10 times or higher.
Meanwhile, strategic buyers lose confidence when stock prices fall. You need the
CEOs of the big companies to have confidence, predictability and visibility into their
own business before they’re willing to pay imaginative prices. I am afraid the
current credit crisis is worsening the situation.
All the same, the M&A market may have bottomed out in 2008. M&A volumes
have improved from $77 billion in 2008 to $90 billion in 2009, while interest rates
are still low and confidence is returning. However, we’re not recovering as fast as
people would hope. There is additional pressure on companies to focus on growth
and the current price-equity (PE) levels in the stock markets are still too high for
comfort. If things don’t really start growing, there’s risk in PE levels right now.

12. While the returns may not be as outrageous as in the boom years, the VC industry
could generate really good solid internal rates of return of between 20% and 30%.
A few big innovations — in, say, digital technology, life sciences or green
technology — could help the industry rebound. Some people think green tech
might be the way that we’re going to get it rolling again, let’s hope so.
For starters, I strongly believe you’ve got to get the research analysts back in, which
means somebody has to lobby to get the Spitzer initiative rolled back. The VC
industry would be the biggest beneficiary of that.
Bottom Line: It’s not time to panic and over-regulate the VC industry, but to step
back and … recognize that we’re losing ground … for the first time.
The fundamental changes can’t be ignored. You had 9/11 and all of the problems it
brings. You’ve had this economic crisis … globalization and … the emergence of
alternative markets. These are pretty big body blows to the system

13. . All the same, there’s nothing broken with the venture model, even if IPO
timeframes are stretched from five years to 10 years. We can all assume that’s
what life is going to be like.
Looking forward to doing business with you and to continue being your resource
for deals, capital, relationships and advice.
Your feedback as always is greatly appreciated.
Thanks much for your consideration.
Follow Ziad K Abdelnour @