Fred Wilson has a thought provoking piece today regarding late-stage venture investments competing with M&A (i.e. selling a portfolio company). In other words, a large, still-not-IPO’ed, VC-backed company raising a ton of capital from a “venture” investor(s) instead of going public or selling the portfolio company to a big strategic player. Thus, the company gets $ to grow but more importantly the investment serves the function of a liquidity event. The managers/employees/early-investors get to take some of the $ raised off the table by selling stock.
My advice to a junior or mid-level employee at a company raising a late stage VC round where the original VCs or senior executives are selling stock?:
Sell some of your stock. You worked really hard to vest/earn your options. The smartest most in the know people (in terms of the company’s capital structure) at your company are selling some stock. You should think about doing this too. You give up potential upside, but your company is taking on a lot of additional risk, risk that flows to the common stockholders.
As Fred says on his blog, “But companies like Facebook, Zynga, Twitter, Yelp, etc, etc will need to go on to become large profitable public companies in order to justify these financings.” Here is why:
- Selling to a strategic investor is not going to create the huge value that is required to generate a huge return for these later stage investors. While I do not know what their return profile is, in order to get a 2x return the company needs to almost double in value (depending on the type of preferred stock they bought.) So, for someone like a Facebook then that is a really, really huge valuation. The higher the valuation the harder it is to complete a sale.
- The number of potential buyers at these huge valuations is limited. I mean, how many companies can pay $20 billion for Facebook? (I think that’s 2x the DST investment; correct me if I’m wrong.) Globally I think there are less than 500 companies over $20 billion in size. And many of these are oil companies, and I doubt they want a social networking site. If you are trying to sell a technology company for $250 million there are a lot of potential buyers. If you are trying to sell it for $20 billion then there are a limited number of doors that you can knock on.
Realize that by selling some of your options you will be giving up potential upside if the company should go public and become one of the 500 most valuable public companies in the world. (That’s why you probably don’t want to sell all your stock.) But the new investment probably has some features that make your common stock riskier:
- Liquidation preferences, so that the new investor gets paid out well before the common stockholders. So if the company is sold, the preferred investors basically get their money back before anyone else gets paid. Of course, it is possible that some of these later stage investors are not getting liquidation preferences – after all they are investing in hot companies with smart investors already in the mix. But I’d be pretty darn surprised if the new investors weren’t sophisticated enough to get a liquidation preference. And this will be on top of the liquidation preferences already held by the previous investors in the company.
- Anti-dilution provisions. I’ve blogged about the anti-dilution provision before. Basically, if the company raises capital at a lower valuation than the last round the common stockholders end up getting “diluted” to help the new investor keep their investment near its original value.
Fred asks if this new mega-big-not-an-IPO-but-a-VC investment phenomenon is a passing fancy or here to stay, and says we won’t know for three to five years. But I am willing to bet that this is a passing fancy. Just as the LBO shop selling portfolio companies to yet another slightly larger LBO shop phenomenon was a product of too much liquidity in the buyout market, this phenomenon is probably driven by … well, I don’t want to be impolite, but you don’t see the really smart, institutionalized growth investors doing these types of deals. For example, while a Summit Partners would make a liquidity investment prior to a company going public they haven’t hit any of these super-sexy deals. And I think there is a reason for that (note that I worked at Summit a long time ago). On the other hand, I do hope that these Facebook type deals make money because I want the tech world to produce a ton of homeruns in the near term, so best of luck to all these investors and the companies that took the $.