10X Growth and funding

What if you were given 10X the amount of money you wanted to raise?

I had an interesting discussion with an entrepreneur friend yesterday. She has a consumer Internet (Curated marketplace) startup, which she has been working on since Jan. She soft launched it in May and has been seeing a doubling of revenue every 2 weeks so far. She is on the fund raising circuit and has a few interested people.

After a quick 30 min on her market segments, the traction and her supplier base, I was very keen to invest myself. She’s a very talented entrepreneur and passionate engineer, so I was a little concerned that she did not have anyone from the domain on her team. So, I demurred, asking her to connect with a few other folks I invest with.

One of the investors I talked to asked me how much she was looking to raise. I mentioned she was looking for about $500K.

“Why not $5 Million and go big”? was his question.

I started to offer some “rational” arguments as to why not – first, she did not have enough traction to justify a $8 – $10 Million valuation, she would not know what to do with the money, she was still trying to form her team, but I was thinking at the back of my head – “What if’?

What if investors did give you 10X the money you were asking for?

I understand that’s rare and largely impossible for most entrepreneurs to get, but what if?

So, I did a quick thought experiment with my entrepreneur friend and asked her to think, but not spend too much time modelling what her investments and metrics would be at $5 Million invested in the company.

At first, she was excited and said she could use all that money to hire people, expand into SF and other cities, etc.

A good 15 minutes  later, she called back, much sober and asked – what % of the company would she have to give up for that kind of money – I said I did not know but suspected it would be 60-70% at this stage given the risk. Maybe if she was lucky, 50%. Again, I did not know, but I doubted that she would be able to get away with less.

After 30 more minutes, she called again, now asking me for the metrics that she’d have to hit. I thought she would not ask me that question, but I am glad she did. As an investor I wanted to have 5X to 10X return in 18-24 months, so I said she’d have to be at $50 Million to $100 Million valuation within 18-24 months.

She was doing $1000 per month. Even if we gave her a rich valuation, she’d have to be at $2 – $3 Million revenue per month in 18 – 24 months I thought.

She then pulled back.

Nope, she said. She was happy with raising $500K. Much less money, much more control, but much less stress.

I think we learned a lot from this thought experiment.

What would you do?

I dont think there’s a single person who would not expect more money (as investment) to mean more stress, but that’s the nature of the business.

You can work your way into it, or work towards your goal. Either ways, it is a lot of work.

Accelerated Vesting of Stock Option

The pros and cons of accelerated vesting for employees on change of control

Accelerated vesting of stock options is a fairly unusual clause for founders to worry about. It is however, a very important term that I would highly encourage you spend enough time thinking about. Most founders end up doing accelerated vesting for themselves and maybe for the advisors but rarely for the employees.

What is accelerated vesting?

If you are giving 100 stock options to be vested over 4 years for employees, and there is an acquisition event in the 2nd year, then single trigger acceleration means all the remaining shares vest immediately. Your employees now have 100% of the shares they were going to get in 4 years at the close of the acquisition. A double trigger acceleration means if for any reason the acquirer fires your team or your team decides to quit because the acquirer is in Santa Monica and your team is in the Bangalore, they would still vest 100%.

Accelerated vesting is a good clause for employees to have by and large.

The acquirer, however, in many cases, but not all, wont like this, since most acquirers are buying your company, which is worth the software, technology and the services of the people who are in it.

With acceleration, the acquirer has to now budget new stock options to keep the employees for the period of time they think they need to get value from the acquisition.

Accelerated Vesting of Stock Option

Accelerated Vesting of Stock Option

The pros of accelerated vesting:

  1. Takes care of employees and gives them confidence that if there is a “change of control” – meaning if you raise money and the VC’s decide to fire the founders, get a new CEO, etc. then they will vest 100% immediately. Or if you get acquired, the employees will hit pay dirt immediately.
  2. Gives you a negotiating chip when potential acquirers want the team to ensure they keep you and the team around.

Cons of accelerated vesting:

  1. Potential acquirers dont like this, since they are not sure how many of the new members will accept new jobs in the acquiring company and they are buying the team and company, not just the software and technology
  2. It might artificially lower the acquisition price since the acquirer might negotiate the new employment contracts with your employees directly and try to pass the costs of the new contracts to your purchase price.

What’ my experience:

Accelerated vesting upon change of control is absolutely important for founders and critical for employees.

I wish I had done it at BuzzGain and lost close to $250K because of it. I would highly recommend you do it for founders, advisors and employees.

India Funding Roundup

What’s getting funded – India Edition Q3 2015

Since I get nearly 60% of my visitors to the blog and nearly 80% of email requests for connections to funding sources from India, I thought I’d do a quick round up of what’s getting funded in India, so people can determine which areas they would have an easier time to get funded, and which areas they are likely to struggle.

There are 13 sources of funding data for me from India – 1. Venture Intelligence, 2. VCCircle, 3. YourStory news, 4. TechInAsia, 5. Economic Times Tech, 6. IAN newsletters, 7. Mumbai Angels newsletter, 8. LetsVenture, 5 of the accelerators (9. Microsoft, 10. GSF, 11. 91 SpringBoard, 12. Tlabs, 13. Startup Village and 14. CIIE Ahmedabad), 15. TIE, and 4 other angel networks and sources – Hyderabad, Chennai, Bangalore and Kolkata. Besides this I also track the top 25 Venture firms announced deals.

If you triage that data you get roughly about 273 deals done this year from accelerator to seed and from VC to later stage deals. I suspect another 10-20% have gone unreported.

The deals have totaled about $4.1 Billion so far ( 9 months)  compared to $5.1 Billion in 2014. While we cant predict for sure, I think we can safely say that we should go past the funding amounts for last year.

Of these deals, over 28% have been accelerator stage, 21% have been seed and the rest have been later stage. Some companies have gone through 2 deals in this year alone.

The not so surprising part – Over 50% of the companies have been funded without going through an accelerator – which makes sense if you consider the domains getting funded.

Over 62% of the companies are in eCommerce. The rest are in SaaS, Content (media), Ad supported businesses and Enterprise software businesses.

B2B has made up less than 22% of the funded deals. They have been more in the later stage deals and the accelerator stage, but VC’s have largely been slow to adopt B2B this year.

The top 3 areas within B2C eCommerce are – services (delivery – food, groceries, etc.), goods (furniture, etc.) and travel / transport (cabs, buses, etc.)

In B2B, SaaS is the first category, followed by some Ad tech, but  IoT, Cloud infrastructure, drones, Robotics, are largely being ignored.

So if you are looking to raise funding now, you are better informed.

Investment banking services

What to negotiate on your investment banking advisory engagement letter

If you have a profitable, but slow growing business, which complements another larger existing company in a relatively small market, you will have the opportunity to shop your company for sale.

Many founders who have organically (customer funded) or via outside investments (VC / Angel funded) grown their company, get the 7 year and 10 year itch to sell their company.

Whether you have decided to sell your company or just wanting to shop it to see the potential value, you will likely run into investment bankers who will offer their advisory services to help position, pitch and sell your company,

An investment banking firm is typically a partnership, (similar to a legal or accounting firm) with the founders having the capability to leverage their connections and expertise of certain markets, to create “synergies” for new companies.

Investment banking services

Investment banking services

When an investment bank is hired by a company that wants to acquire other companies, they represent the “buy side” and if they are helping you sell your company to acquirers, they are known as representing the “sell side”.

If you engage with an investment bank to help shop your company to acquirers you are giving them a “mandate“. Most, (likely all) investment banks will expect an exclusive mandate, meaning, you cannot have anyone else shopping your company to potential acquirers. Even if you do have others and they end up selling the company, your investment bank will likely get a portion of the sale.

I was going to focus this post purely on sell side services of investment banks. The agreement letter or advisory letter or “letter of agreement” is a contract between the investment bank and your company.

Most entrepreneurs get hung up over just the commission or the “rake” the investment bankers take for the transaction – that’s only one part of the agreement – similar to your valution. Most bankers typically charge between 2% (highly unlikely, but possible if you are a hot company, with a high probability of sale at a large price) to 7% (smaller transaction, < $5 Million).

The analogy I hear from a lot of entrepreneurs is similar to a “HR consultant” or a recruiter, who works on a non-exclusive basis to fill a position. I do get questions as to why investment consultants demand exclusive rights. To which, I’d say that even the best HR consultants and those that work on executive positions work on a exclusive mandate.

There are 3 things that investment bankers like to call their “service value proposition” – their knowledge of the industry to help you navigate the buying landscape, their connections to potential buyers and their expertise in helping you structure and negotiate your final sale agreement.

Thee are 5 items you want to pay attention to in your advisory agreement:

  1. Term of the agreement – Since most M&A transactions take 3-6 months, these agreements will last at least for that duration. Most agreements also specify that if your company gets sold for 6-12 months after the start of the engagement, the investment bank will likely get a portion of the sale, even if they did not make the introduction or help negotiate the final sale. While many will claim it is standard to have a 12 month clause, there is no “standard” – it is all negotiable.
  2. The engagement fee or retainer: To help prepare your documents, pitch deck and start to position your company, the company will ask for a retainer fee between 10% and 20% of the expected final sale price (or about $25K to $100K) – whichever is lower. This fee is purely for them putting the time and energy to get your documents together and is independent of whether they final sale happens. If your company is “hot” many will waive this fee. If you are looking to sell, expect to pay this amount – 50% before they start and 50% after 3 months of the final completion of the agreement whichever is earlier.
  3. List of preferred buyers or list of buyers already in agreement. In your agreement sometimes, you will have a list of companies you might suggest to the banker to not approach since you have already been taking to them or the opposite – you have a term sheet from one buyer which you are not 100% happy with, so you want to shop for more deals. In this case you might specifically ask for a certain company to be on this list to be shopped to.
  4. Other considerations. If the buyer directly does not approach you, then in a lot of cases, you will find them to want some protection clauses, such as 3 year commitment for the founders to stay at the company etc. To ensure this happens, they will have an “earn out” amount associated with the sale. That is usually counted as part of the acquisition price, but is paid over time. An investment banker, typically will not have the patience to wait for that period of time or control over the longer term outcome, so they will want their “fee” to be paid in full for the net amount. That’ s something you can negotiate as well.

There are a few other negotiable clauses, but these are the main ones. At the end of the day, I would say that like most agreements, it depends on who needs who more. If you are eager to sell, expect to give in on certain parts of the agreement. If your banker, however needs you more, they will be willing to give you more leverage.

Finally in certain cases entrepreneurs use bankers to help raise their series B investment round, so most of these clauses hold good for that type of agreement as well.

Credit: Paul Martino, Bullpen Capital

Does raising institutional money at the seed stage help or hurt?

In 2009-2010, during the peak of the eCommerce bubble in India, there were very few seed stage options for raising funds for startups. You could either get money from angel investor or look to raise money from large VC’s, hoping they would put money at the seed stage so they can be part of the later round.

During that period, larger firms in India, such as Sequoia Capital and few others did many (over 15-20) deals in a year. The typical check sizes were about $500K in India (about 2 CR that that time).

The main reason why entrepreneurs were looking to raise money from institutional investors,  besides needing the cash and finding not many other options was the belief that “if they were in early, they would be an automatic in the next round”.

Of the over 40 deals  that were done by institutional investors in 2008-2010 in the early stage (largely in eCommerce), only 4 are still around. Of the companies that took money from institutional investments in their seed round, only 5 secured investment from the VC in their post seed round.

This weekend I had a chance to read the ET survey on Why startups are raising seed stage capital from VC firms.

The average % of the company that entrepreneurs gave up is about 15% and the amount they raised from VC investors at the seed stage is about $500K.

There are many good reasons to raise money from traditional Venture investors, but assuming they will definitely invest in the later round, is quite possibly wrong based on previous history.

If you are looking to raise money and you have an interested later-stage VC investor willing to put money in your company, by all means you should take it.

Assuming they will invest later is a big leap of faith.

There are, like most things in the startup world pros and cons to this approach.

The pros include the “name brand” value of the VC firm on your cap table early on, the ability to tap into the expertise of the VC investors and also access to their network and connections.

The downsides are the signalling effect if they refuse to invest in the follow on round, the likelihood of them investing in other competing startups in the same space in later round (since they understand the market) and finally the smaller pool of investors available for you (since many VC’s wont invest if a lead VC investor passes on the follow on) in the next round.

While I dont think there are many options in India for entrepreneurs, the best bet I would still recommend is to get the right investors at the right stage of your company. At the early stage, angel and seed stage firms make sense, and later on using their help to get VC’s is a good approach.

Credit: Paul Martino, Bullpen Capital

Credit: Paul Martino, Bullpen Capital

Paul Martino of Bullpen capital puts this week in the chart above.

Given that seed is now a perpetual and continuous process until your series A, I would recommend you raise constantly and raise often.

Startup Survival

How to survive a “funding round that fell through”?

Once a week, I get a panicked email from a founder who wants me to take a look at their startup and invest since they were looking to close a round, but a key investor or two decided to not participate.

Most investors (buyers) don’t like to be rushed. Whether that’s you trying to make a big purchase, or even waiting in line at the McDonald’s trying to decide what to eat for lunch. So, it is not surprising that I have not invested in a single opportunity where the need was to invest within a day or two.

I did get a chance later to talk to a few of the entrepreneurs and of the 5 I have spoken with, 4 shutdown their company because they were unable to raise their round. Most of them decided to move on and join another startup.

Even if you have good traction (growing 10% MoM) and a sense of product market fit, fund raising is very hard. In fact it is likely the hardest thing you will face as an entrepreneur. Some people claim building a product is harder, or getting customers is, but I think fundraising is tougher than either of those two tasks.

The main reason is that there is asymmetry and inefficiency in the market for information and opportunity.

In most cases investors do not know if a startup will make them money and founders do not know if an investor is ready to participate.

The best way to survive the “round did not close” issue is really to keep your burn rate really low or generate enough other income to survive longer. That’s easier said than done.

Keeping your burn rate low is the easier of the two things to do. Don’t hire would be my suggestion to most entrepreneurs. That’s usually the biggest cost in any startup. Payroll. So, if you and your co founder can make by without making the investments in people (or in inventory if you are an eCommerce company) then do it by all means. You might experience pain and longer working hours, but it tends to be worth it. Primarily because the chances of your company doing well after you experience a “almost funded, but did not” is low.

Startup Closed

Startup Closed

Generating enough income to survive is hard as well, but usually if you have specialized talent or skill, then consulting tends to be a necessary but good enough option. If you can get work in the area of your startup and get paid reasonable rates, then you can keep your dream going for that much longer.

If you will want to ensure your funding gets closed, then the first thing I’d advice you to do is to setup enough options with alternate investors (hope to have 10 interested and likely 3-5 might close) or have a way to keep things on simmer until your investors are ready. Since it will be a chicken and egg to get more investors until you get more traction, I’d recommend you focus on selling and getting more customers by focusing all your efforts on sales, instead of adding any more features.


Sometimes all you need is someone to give you an opportunity @DaveMcClure #IamAnEngineer #MyDaughter

We are a pretty nerdy family and sometimes to a fault. In fact some days we will be at home with the kids and we are texting each other, since we are in different rooms. My older kids do code. Thrisha (13) does mostly front-end – Javascript and HTML/CSS and Rishab (11) does decent SQL. My youngest girls are 9, so I am hoping they will start to code, soon, as well.

I was in San Francisco a few weeks ago talking to Dave McClure during the #preMoney conference, about my daughter, who has been coding for a while, and he suggested she should come and do an internship at 500 Startups. I am was not sure, but I mentioned it to my wife, who was a little worried about where she’d stay, how she’d commute etc.



We have a ton of family and friends in the bay area, so one of our good friends, Sachin, offered to host her for the 1 and 1/2 months of the internship. Thrisha was keen to do an internship, and 2 of the startups at our Seattle accelerator offered to have her over during the summer in LA and NYC.

She was constantly talking to these 2 companies and was pushing us to send her to those cities. I was not too keen about LA, because we dont have folks we know there, and so both staying there and commuting were going to be a problem. And she is only 13, so I was a little concerned about she being out on her own.

Over the last 5 weeks, thanks to Dave and #500Strong, my daughter has been in Mountain View, coding and working on a project that they use to monitor their investments. She has been very happy and is learning a ton.

The first day I went to drop her at work, she got on a call with the lead – Santiago, who has been very helpful and supportive. During that call, I was suggesting to Thrisha that she should spend more time brushing up on her Javascript and take 1-2 weeks to do that.

Santigo jumped in and said, “No, just go to github, download the repo and get started”. I was not too sure about Thrisha going in and checking code into production, but I let my fears stay in my own mind.

Turns out Santiago was right. Thrisha got the repo, and picked up the language and the requirements completely by just looking at the code and learning.

I am still amazed that a 13 year old (let me brag for a little bit) is able to understand and work on code that gets used, but that’s I guess the scary part as well. If, a 13 year old, who is heading to 9th grade can do it, what stops my 11 year old or 9 year old?

At what age should we support programming with our kids? Should we just expose them to technology and programming and let them pick up stuff on the go?

Another question is about women in technology. I dont think this problem is going to go away anytime soon and it does require a concentrated effort for a long period of time, but you have to hand it to folks like Dave and others at 500 Startups.

Sometimes, all you need is someone to give a 13 year old, an opportunity. I know Thrisha’s very happy and thankful to the #500Strong team for the chance to work at the fund.

My daughter’s 13. She can code. She is an engineer. #IcantBeMoreHappy #IamAnEngineer