Ravi Belani
@rbelani
AlchemistAccelerator.Com
Ravib@stanford.edu
July 2015
Venture Capital Overview
European Innovation Academy
Yeah, we fight a lot,
But In the End,
You and I,
We are a Perfect Match
I wouldn’t want it any
other way
But now you are gone
and I’m all alone,
Lying here naked and
staring at the phone
Wisdom from Say Goodbye to Yesterday
Navigating the VC-Founder Dance
SOURCES OF CASH
AGENDA
INTRODUCTION
HOW VC’s MAKE MONEY
TERMS: VALUATIONS
NEGOTIATIONS 101
EXERCISE
TERMS: OTHER PRIMARY TERMS
TERMS: OTHER SECONDARY TERMS
Entreprneurship Lecturer at Stanford
ETL.Stanford.EDu
Ravi Belani: Former VC, Stanford Lecturer, Alchemist Director
6 Years as a Venture Capitalist
Skype, Baidu, Hotmail, Tesla
Me: Twitch (Amazon), Pubmatic
Director, Alchemist: B2B-Focused Accelerator
AlchemistAccelerator.com
The Leading Enterprise Accelerator
GOLD Top US Accelerator of 2015
#1
VentureBeat labeled Alchemist as the Accelerator of the Year for
2013
7 Alchemist companies have been acquired.
PAGE 03
60%
Over 60% of Alchemist companies raise institutional capital within
12 months of Demo Day (35 companies to date, average raise is
$2.1 million).
Institutional Investors in Flagship Accelerator Program include:
Alchemist Investors
PAGE 04
SOURCES OF CASH
AGENDA
INTRODUCTION
HOW VC’s MAKE MONEY
TERMS: VALUATIONS
NEGOTIATIONS 101
EXERCISE
TERMS: OTHER PRIMARY TERMS
TERMS: OTHER SECONDARY TERMS
Cash is Oxygen
3 Sources of Cash: What are the Pros & Cons of Each?
Revenue (Customers)
Debt (Banks)
Equity (Venture Capitalists)
SOURCES OF CASH
AGENDA
INTRODUCTION
HOW VC’s MAKE MONEY
TERMS: VALUATIONS
NEGOTIATIONS 101
EXERCISE
TERMS: OTHER PRIMARY TERMS
TERMS: OTHER SECONDARY TERMS
How VC’s Make Money
Carry
Management Fee
Management Fee Consumers 25% of a FundHow much management fee does a VC make in this fund?
$500M Fund
Management Fee Consumers 25% of a FundManagement Fee Can Consume 25% of Fund Principal
$500M Fund $125M Mgmt Fee
• 2.5% Per Year For
10 Years
• Fund Committed
after 3-4 Years
• 3 Funds Drawing
Management Fee
Down on in any
given year
How VC’s Make Money
Carry
Management Fee
Case Study of a Young Fund:
Kleiner Perkins I (1972)
16
Fund Size
$7.5M
# of Co’s
17 @
Check Size
$450K
Return
$345M
46x
#
How much carry did the partners get?
VC Profit Share: Carry Calculation
17
Fund Returns: $345M
- Fund Size: $ 7.5M
-----------------------------------
Fund Profit $337.5M
X Carry 20%
-----------------------------------
Carry $67.5M
Of Kleiner Perkins’ 17 Investments, 2
were responsible for 90% of returns
18
VC’s want to return 1/3 of their fund with each investment
$500M Fund
# of Co’s
30
#
Big Winners
1 out of 10
%
x =
3 Big
Winners
in Each
Portfolio
Can Make Money Several Ways: Two Case Studies
Google: Rising Star
Hotmail: Contrarian Bet
Optimal Ownership is typically between 20 – 40 %
VC Ownership
VC
Return
SOURCES OF CASH
AGENDA
INTRODUCTION
HOW VC’s MAKE MONEY
TERMS: VALUATIONS
NEGOTIATIONS 101
EXERCISE
TERMS: OTHER PRIMARY TERMS
TERMS: OTHER SECONDARY TERMS
PRIMARY TERMS
Pre-Money Valuation
Option Pool
Liquidation Preferences
Anti-Dilution
Valuations are a function of
fundraising dynamics NOT instrinsics
Driven by the ownership needs of the funds you raise from and
the cash needs of the company
Post–Money Valuation = Cash Needs of the
Company / Ownership Needs of the Fund
Pre-Money Valuation = Post-Money – Cash Raised
Larger Funds are Much More Sensitive about Ownership Needs than Cash
Needs!
Series A : Raising off of the IDEA
Series B: Raising off of RESULTS
Trick is balancing the Series A valuation to set you up so you can raise off of
Results in the Series B at a markup (ideally 3x!)
What’s the post? What’s the pre?
• $2M given for 25% of the company
• $3M given for 25% of the company
• $2M given for 20% of the company
• $1M given for 40% of the company
Post–Money Valuation =
Cash Needs of the
Company / Ownership
Needs of the Fund
Pre–Money =
Post-Money – Cash
Invested
SOURCES OF CASH
AGENDA
INTRODUCTION
HOW VC’s MAKE MONEY
TERMS: VALUATIONS
NEGOTIATIONS 101
EXERCISE
TERMS: OTHER PRIMARY TERMS
TERMS: OTHER SECONDARY TERMS
WHAT MAKES A SUCCESSFUL NEGOTIATION?
NEGOTIATIONS 101: DOES A ZOPA EXIST?
BATNA: Best Alternative to a Negotiated Agreement
ZOPA: Zone of Possible Agreement
Alternative to Sell: $1 Alternative to Buy: $8
Capture Value: How do you know how big the ZOPA is?
Alternative to Sell: $1 Alternative to Buy: $8
ZOPA
Negotiations Generate Value in 2 Phases
Create Value: Focus on Interests, Not
Positions
Capture Value: Understand the
Other Person’s BATNA first
Create Value
Create Value
Capture Value: Focus on the Other Person’s BATNA First
Alternative to Sell: $1 Alternative to Buy: $8
ZOPA
SOURCES OF CASH
AGENDA
INTRODUCTION
HOW VC’s MAKE MONEY
TERMS: VALUATIONS
NEGOTIATIONS 101
EXERCISE
TERMS: OTHER PRIMARY TERMS
TERMS: OTHER SECONDARY TERMS
Negotiation Exercise: Count Off!
Negotiation Exercise: Go Here (Don’t Read the Other)
http://bit.ly/EIAFounder1
2 http://bit.ly/EIAVC
SOURCES OF CASH
AGENDA
INTRODUCTION
HOW VC’s MAKE MONEY
TERMS: VALUATIONS
NEGOTIATIONS 101
EXERCISE
TERMS: OTHER PRIMARY TERMS
TERMS: OTHER SECONDARY TERMS
VALUATION IS JUST ONE TERM
Pre-Money Valuation
Option Pool
Liquidation Preferences
Board Structure
Employee Pool
• Employee Pools typically come out of the PRE-MONEY – that is YOUR
Total Dilution is the NEW INVESTOR’s money PLUS the Employee Pool
• Can always expand the employee pool later – and when you do, all will
be diluted equally. Try to minimize the employee pool to what’s
absolutely needed.
• Exercise: You own 40% of a company. A VC wants to put in $2m for 25%
of your company, and requires a 20% employee pool PRE-MONEY.
• What’s the Post-Money Valuation?
• What percent of the company do you own afterwards?
VALUATION IS JUST ONE TERM
Pre-Money Valuation
Option Pool
Liquidation Preferences
Board Structure
Board Composition & CEO Role
How many, and what’s the split between preferred, common, and independents?
When is the independent important?
How do you fire a board member?
VALUATION IS JUST ONE TERM
Pre-Money Valuation
Option Pool
Liquidation Preferences
Board Structure
Liquidation Preferences
Why does Preferred Exist?
Check for:
• Multiples?
• Participating vs Non- participating
• Senior or Pari-Passu
What’s this?
Liquidation Preferences
Why does Preferred Exist?
Check for:
• Multiples?
• Participating vs Non- participating
• Senior or Pari-Passu
What’s this?
Liquidation Rights
Exit Value
Payout
Draw the payouts to:
• Investors
• Founders
Assuming a
•$3.5m exit
•$10.5m exit
•$20m exit
•$100m exit
SECONDARY TERMS: IGNORE THESE
Series Investment
Anti-Dilution
Closing Conditions
Dividends
Key Dates & Milestones
Notes
TERMS
TERMS: HERE’S WHAT YOU NEED TO FILL OUT
Template:
http://bit.ly/1JxjnnH
Sample Partially Filled Out:
http://bit.ly/1RPFDTq
Thank You!
Ravi Belani
@rbelani
Ravi Belani
203 Addison Avenue Palo Alto, CA 94301 +1-415-309-8860
Ravi@alchemistaccelerator.com

EIA 2015 How VC Funding Works

  • 1.
  • 2.
    Yeah, we fighta lot, But In the End, You and I, We are a Perfect Match I wouldn’t want it any other way But now you are gone and I’m all alone, Lying here naked and staring at the phone Wisdom from Say Goodbye to Yesterday
  • 3.
  • 4.
    SOURCES OF CASH AGENDA INTRODUCTION HOWVC’s MAKE MONEY TERMS: VALUATIONS NEGOTIATIONS 101 EXERCISE TERMS: OTHER PRIMARY TERMS TERMS: OTHER SECONDARY TERMS
  • 5.
    Entreprneurship Lecturer atStanford ETL.Stanford.EDu Ravi Belani: Former VC, Stanford Lecturer, Alchemist Director 6 Years as a Venture Capitalist Skype, Baidu, Hotmail, Tesla Me: Twitch (Amazon), Pubmatic Director, Alchemist: B2B-Focused Accelerator AlchemistAccelerator.com
  • 6.
    The Leading EnterpriseAccelerator GOLD Top US Accelerator of 2015 #1 VentureBeat labeled Alchemist as the Accelerator of the Year for 2013 7 Alchemist companies have been acquired. PAGE 03 60% Over 60% of Alchemist companies raise institutional capital within 12 months of Demo Day (35 companies to date, average raise is $2.1 million).
  • 7.
    Institutional Investors inFlagship Accelerator Program include: Alchemist Investors PAGE 04
  • 8.
    SOURCES OF CASH AGENDA INTRODUCTION HOWVC’s MAKE MONEY TERMS: VALUATIONS NEGOTIATIONS 101 EXERCISE TERMS: OTHER PRIMARY TERMS TERMS: OTHER SECONDARY TERMS
  • 9.
  • 10.
    3 Sources ofCash: What are the Pros & Cons of Each? Revenue (Customers) Debt (Banks) Equity (Venture Capitalists)
  • 11.
    SOURCES OF CASH AGENDA INTRODUCTION HOWVC’s MAKE MONEY TERMS: VALUATIONS NEGOTIATIONS 101 EXERCISE TERMS: OTHER PRIMARY TERMS TERMS: OTHER SECONDARY TERMS
  • 12.
    How VC’s MakeMoney Carry Management Fee
  • 13.
    Management Fee Consumers25% of a FundHow much management fee does a VC make in this fund? $500M Fund
  • 14.
    Management Fee Consumers25% of a FundManagement Fee Can Consume 25% of Fund Principal $500M Fund $125M Mgmt Fee • 2.5% Per Year For 10 Years • Fund Committed after 3-4 Years • 3 Funds Drawing Management Fee Down on in any given year
  • 15.
    How VC’s MakeMoney Carry Management Fee
  • 16.
    Case Study ofa Young Fund: Kleiner Perkins I (1972) 16 Fund Size $7.5M # of Co’s 17 @ Check Size $450K Return $345M 46x # How much carry did the partners get?
  • 17.
    VC Profit Share:Carry Calculation 17 Fund Returns: $345M - Fund Size: $ 7.5M ----------------------------------- Fund Profit $337.5M X Carry 20% ----------------------------------- Carry $67.5M
  • 18.
    Of Kleiner Perkins’17 Investments, 2 were responsible for 90% of returns 18
  • 19.
    VC’s want toreturn 1/3 of their fund with each investment $500M Fund # of Co’s 30 # Big Winners 1 out of 10 % x = 3 Big Winners in Each Portfolio
  • 20.
    Can Make MoneySeveral Ways: Two Case Studies Google: Rising Star Hotmail: Contrarian Bet
  • 21.
    Optimal Ownership istypically between 20 – 40 % VC Ownership VC Return
  • 22.
    SOURCES OF CASH AGENDA INTRODUCTION HOWVC’s MAKE MONEY TERMS: VALUATIONS NEGOTIATIONS 101 EXERCISE TERMS: OTHER PRIMARY TERMS TERMS: OTHER SECONDARY TERMS
  • 23.
    PRIMARY TERMS Pre-Money Valuation OptionPool Liquidation Preferences Anti-Dilution
  • 24.
    Valuations are afunction of fundraising dynamics NOT instrinsics Driven by the ownership needs of the funds you raise from and the cash needs of the company Post–Money Valuation = Cash Needs of the Company / Ownership Needs of the Fund Pre-Money Valuation = Post-Money – Cash Raised Larger Funds are Much More Sensitive about Ownership Needs than Cash Needs! Series A : Raising off of the IDEA Series B: Raising off of RESULTS Trick is balancing the Series A valuation to set you up so you can raise off of Results in the Series B at a markup (ideally 3x!)
  • 25.
    What’s the post?What’s the pre? • $2M given for 25% of the company • $3M given for 25% of the company • $2M given for 20% of the company • $1M given for 40% of the company Post–Money Valuation = Cash Needs of the Company / Ownership Needs of the Fund Pre–Money = Post-Money – Cash Invested
  • 26.
    SOURCES OF CASH AGENDA INTRODUCTION HOWVC’s MAKE MONEY TERMS: VALUATIONS NEGOTIATIONS 101 EXERCISE TERMS: OTHER PRIMARY TERMS TERMS: OTHER SECONDARY TERMS
  • 27.
    WHAT MAKES ASUCCESSFUL NEGOTIATION?
  • 28.
    NEGOTIATIONS 101: DOESA ZOPA EXIST? BATNA: Best Alternative to a Negotiated Agreement ZOPA: Zone of Possible Agreement Alternative to Sell: $1 Alternative to Buy: $8
  • 29.
    Capture Value: Howdo you know how big the ZOPA is? Alternative to Sell: $1 Alternative to Buy: $8 ZOPA
  • 30.
    Negotiations Generate Valuein 2 Phases Create Value: Focus on Interests, Not Positions Capture Value: Understand the Other Person’s BATNA first
  • 31.
  • 32.
  • 33.
    Capture Value: Focuson the Other Person’s BATNA First Alternative to Sell: $1 Alternative to Buy: $8 ZOPA
  • 34.
    SOURCES OF CASH AGENDA INTRODUCTION HOWVC’s MAKE MONEY TERMS: VALUATIONS NEGOTIATIONS 101 EXERCISE TERMS: OTHER PRIMARY TERMS TERMS: OTHER SECONDARY TERMS
  • 35.
  • 36.
    Negotiation Exercise: GoHere (Don’t Read the Other) http://bit.ly/EIAFounder1 2 http://bit.ly/EIAVC
  • 37.
    SOURCES OF CASH AGENDA INTRODUCTION HOWVC’s MAKE MONEY TERMS: VALUATIONS NEGOTIATIONS 101 EXERCISE TERMS: OTHER PRIMARY TERMS TERMS: OTHER SECONDARY TERMS
  • 38.
    VALUATION IS JUSTONE TERM Pre-Money Valuation Option Pool Liquidation Preferences Board Structure
  • 39.
    Employee Pool • EmployeePools typically come out of the PRE-MONEY – that is YOUR Total Dilution is the NEW INVESTOR’s money PLUS the Employee Pool • Can always expand the employee pool later – and when you do, all will be diluted equally. Try to minimize the employee pool to what’s absolutely needed. • Exercise: You own 40% of a company. A VC wants to put in $2m for 25% of your company, and requires a 20% employee pool PRE-MONEY. • What’s the Post-Money Valuation? • What percent of the company do you own afterwards?
  • 40.
    VALUATION IS JUSTONE TERM Pre-Money Valuation Option Pool Liquidation Preferences Board Structure
  • 41.
    Board Composition &CEO Role How many, and what’s the split between preferred, common, and independents? When is the independent important? How do you fire a board member?
  • 42.
    VALUATION IS JUSTONE TERM Pre-Money Valuation Option Pool Liquidation Preferences Board Structure
  • 43.
    Liquidation Preferences Why doesPreferred Exist? Check for: • Multiples? • Participating vs Non- participating • Senior or Pari-Passu What’s this?
  • 44.
    Liquidation Preferences Why doesPreferred Exist? Check for: • Multiples? • Participating vs Non- participating • Senior or Pari-Passu What’s this?
  • 45.
    Liquidation Rights Exit Value Payout Drawthe payouts to: • Investors • Founders Assuming a •$3.5m exit •$10.5m exit •$20m exit •$100m exit
  • 46.
    SECONDARY TERMS: IGNORETHESE Series Investment Anti-Dilution Closing Conditions Dividends Key Dates & Milestones Notes
  • 47.
  • 48.
    TERMS: HERE’S WHATYOU NEED TO FILL OUT Template: http://bit.ly/1JxjnnH Sample Partially Filled Out: http://bit.ly/1RPFDTq
  • 49.
    Thank You! Ravi Belani @rbelani RaviBelani 203 Addison Avenue Palo Alto, CA 94301 +1-415-309-8860 Ravi@alchemistaccelerator.com