Given the impending, potentially larger market correction, I’ve been thinking a lot about liquidation preferences recently. And it seems I’m not the only one.
Keith Rabois also responded:
What I’m seeing
I’ve seen three major trends over the past two months:
- Founders are raising on smaller multiples compared to the last round. Investors argue it’s come back to the fundamentals. Founders say it’s the market conditions. Regardless, we won’t see the same 2020 and 2021 multiples in the near future.
- If a startup is still growing and is cash efficient, valuations won’t have changed as drastically. David Sacks put it best when he said that founders are still going to get well-funded, if they’re:
- Doubling at least year-over-year.
- Have good margins start at 50%.
- CAC payback periods are a year or less.
- Have a burn multiple of 1 or less.
- Cash is king. We’ve seen it in the news all of last month. Founders are extending their runways, by reducing burn. As Marc Andreessen said 1.5 months ago, “The good big companies are overstaffed by 2x. The bad big companies are overstaffed by 4x or more.” Companies are buckling in for 18-24 month runways, if not longer.
So what?
That goes to say, if a startup isn’t growing as expected, has a high burn, AND still wants to raise an up-round a year out of their last raise, investors are adding in more downside protection provisions. Anti-dilution provisions, minimum hurdle rate expectations, blocks on IPO or M&A opportunities, and liquidation preferences. What Bill Gurley and some VCs call the “dirty term sheet.”
Now I know there’s nuance and reason behind why liquidation preferences were created. To align incentives between the founder and investor. It stops a founder from immediately “selling the business” as soon as the money is in the bank, as Matt Levine mentioned in the above tweet. It also leads to a lower fair market value in a 409a valuation as both Matt and Keith mentioned as well. A net positive for employees, who are looking for lower strike prices to exercise their options in the future.
But as an aggregate, it seems liquidation preferences are really a strategy not to lose rather than a strategy to win. Not just the 1x liquidation preference, but the 2-3x liquidation preferences I’ve been seeing in the side letters offered by VCs.
To put it into context, that means investors get 2-3x their money back before the founders and everyone else gets theirs. By the same token, investors believe that same startup is worth at least 2-3x the money they gave the founders. Again, downside protection.
How does venture differ from other asset classes?
Unlike real estate or public market stocks or bonds, venture capital is a hit-driven business. Success is not measured by percentages, but rather by multiples. High risk, high return.
In a successful venture portfolio of 50 companies, 49 could theoretically be a tax write-off, if one makes you 200 times your capital, you’ve quadrupled your fund. A respectable return for a seed stage fund. As such, liquidation preferences have little impact on fund returns. If you’ve done venture right, your biggest winners account 90% of the fund’s returns. And they are the best pieces of evidence you can use to raise a subsequent fund. Your fund returners are the greatest determinants of your ability to raise the next fund, not how much money you saved after making a bad bet. No one cares if you got your dollar back for dollars you’ve invested towards the bottom of your portfolio, or even 50 cents back on every dollar.
And when a startup wildly succeeds, liquidation preferences don’t matter since everyone is getting a massive check in the mail, far exceeding any downside protection provisions.
In closing
Of course, as always, I might be missing something here, but preferred shares feel like a vestigial part of venture capital – thanks to our history with other financial services businesses.
Photo by Patrick Hendry on Unsplash
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Any views expressed on this blog are mine and mine alone. They are not a representation of values held by On Deck, DECODE, or any other entity I am or have been associated with. They are for informational and entertainment purposes only. None of this is legal, investment, business, or tax advice. Please do your own diligence before investing in startups and consult your own adviser before making any investments.