Portfolio co-founder: Our different buyers need to take part however our lead desires to take many of the spherical.

Me: OK

Portfolio co-founder: So meaning pro-rata goes to be powerful.  

Me: Let’s see what everybody says.

A number of days later.

Portfolio co-founder: The mathematics labored out. Some folks didn’t do their pro-rata and others did extra.

Me: In principle, this shouldn’t occur as a result of everyone seems to be doing their pro-rata, however that is often how issues appear to work out. The spherical wasn’t going to be put in danger over pro-rata.

We’re at all times curious to see how rounds come collectively when there may be restricted capability for each new buyers and present investor pro-rata. For essentially the most half, there may be imagined to be one core investor technique; the maintainers, who use reserves after which alternative funds or SPVs to keep away from or decrease dilution. Typically there are additionally accumulators, who use a number of rounds to increase their possession, however that is extra widespread in personal fairness exterior of enterprise capital.

The maintainers are fairly properly understood. They’ve the everyday $1 in reserve for every $1 invested, mirroring a standard technique espoused by a few of the finest VCs. USV shared an incredible instance together with fund allocation assumptions. Accumulators are a bit extra stunning to satisfy, however Greenspring, which is uniquely positioned to watch lots of early-stage managers, trace that one in all their prime performing managers makes use of the accumulator technique to get to greater than 20 %, absolutely diluted at exit. That’s not the entire story although, as a result of, not like USV, the technique additionally entails some extra vital assumptions, most notably investing in less-competitive geographies.

We’ve seen different allocation methods, however we don’t see rather a lot written about them. For instance, some buyers are usually among the many first checks and, going by means of our co-investments with them, it’s clear they don’t at all times take pro-rata, however don’t appear to fuss about it. Right here’s an incredible instance of how one in all in the present day’s perfect seed-stage buyers, Founder Collective, thinks about this:

We dilute alongside our founders over time. So we now have the identical incentives as our founders to extend the worth of the corporate in future financings.

It’s straightforward to dismiss this as founder-friendly on the expense of LPs, however I believe Founder Collective’s LPs don’t see it that method in any respect. It’s onerous to understand how usually this positioning results in the next win charge on aggressive offers, however let’s assume there may be little distinction. Does the maths work?

Let’s assume a VC is shopping for 20 % of the corporate after which using the dilution prepare right down to a totally diluted 5.2 % on exit at Collection F (due to Fred Wilson once more; on this instance, we’re utilizing one in all his current frameworks with these precise numbers). For a $50 million fund, this works simply wonderful. Apparently, it seems to be much like the outcome for a $100 million fund with reserves, however the later assumes that they’ll at all times safe pro-rata they usually could make use of alternative funds to get a bit extra upside.

We’ve mentioned this rather a lot as we deployed our final fund. The overwhelming majority of individuals insisted we would have liked $1 for each $1 invested, however we discovered that, due to our fund dimension, the maths appeared to work with out important reserves if we bought sufficient possession upfront and, as Founder Collective notes, it appears to align higher with founders and our growth-stage co-investors.

Longer funnel (not wider)

We’ve seen two main adjustments since we first began investing 12 years in the past. The primary is well-reflected by a current deck shared by Mark Suster at Upfront, and highlighted within the slide proven under. It looks like the highest of the funding funnel is getting wider.

It’s true that seed stage has grown 3x within the final decade. However that doesn’t essentially imply the funnel solely received wider. It additionally made it taller, just like the picture under.

A method to consider this — what was a sequence of “seed, A, B” is now, usually, however not at all times a brand new sequence of “pre-seed, seed and seed+.”

Collection A investments are completely completely different in the present day than they had been 10 years in the past. However the Collection A spherical is way more aggressive as a result of lots of new cash has proven as much as play right here and this makes accumulation and keep fashions a lot tougher, particularly for seed and Collection A stage-focused funds.

Who’re these new gamers including to the competitors? Some are new VC funds, however lots of them are company VC (CVC) funds.

The place is all this CVC cash going? We’re fairly positive it’s not in pre-seed or seed, although there may be some CVC fund of fund exercise into seed funds, however that’s not mirrored on this information. And we’ve solely seen a number of situations of seed+ CVC exercise. Apparently, to discover a good instance of this, you in all probability don’t must look additional than Lyft’s S-1, the place GM and Rakuten be a part of better-known tech CVC Alphabet.

Concerning the founder dialog referenced earlier, the spherical is coming collectively due to a strategic investor who’s main it. This has grow to be extra widespread. Like Lyft’s crew, founders perceive tech and worth sector-specific company buyers as companions.

We don’t assume we’ll see a slowdown in CVC curiosity any time quickly as a result of, very similar to their huge tech counterparts, incumbents in sectors from transportation and actual property to vitality and infrastructure all notice that the startup ecosystem is now an extension of their product growth course of — VC and M&A at the moment are an extension of R&D.

It’s not simply that there’s extra money competing for Collection A or B offers now. That cash has completely different objectives past pure monetary returns and the worth add is completely different from VCs. CVCs usually convey distribution, ecosystem and area experience. So the tip result’s extra aggressive A or B rounds and extra complicated pro-rata discussions.

Strategic pro-rata shuffle

Founders are nonetheless making an attempt to promote not more than 20 % of their firm, whereas conventional VCs try to purchase 20 % and we nonetheless have to determine pro-rata for present buyers whereas making room for rising curiosity from strategic buyers.

For City Us, we’ve embraced these new spherical dynamics — they could make growth-stage allocations a bit extra difficult, however strategic buyers can ship lots of worth. One clear outcome — it’s generally higher for us to not take our pro-rata at collection A.

Excessive conviction earlier than Collection A

We have a tendency to consider excessive conviction as a Collection A concept — i.e. Collection A buyers who accumulate, keep or use alternative funds. However the identical idea is now at work within the tall a part of the funnel — the 2 or three phases earlier than Collection A.

We’ve lengthy been followers of accelerator fashions like YC, Launch or Techstars. We’ve co-invested with all of them. Whereas there was a way that “not following” introduced signaling threat, accelerators have discovered artistic methods to sidestep the difficulty — for instance, becoming a member of rounds provided that there may be one other lead. So this implies they’ll focus holdings earlier than Collection A.

We now have our personal accelerator, URBAN-X, as a result of we’re finest positioned to assist handle some distinctive challenges for the urbantech firms we’re seeking to again. This enables us to be the primary investor in most of our portfolio firms. And we will personal sufficient of the corporate earlier than Collection A so we will nonetheless obtain our absolutely diluted possession targets on behalf of our LPs.

As we glance over situations associated to once we first make investments or once we assume will probably be onerous to get pro-rata, we will discover a number of completely different paths to a goal possession place at exit. Some variations are proven under reflecting our method for our latest fund.

The mathematics

Clearly there are a lot of completely different paths to possession, particularly in a world with two or three rounds taking place earlier than Collection A. We’ve run a number of simulations to grasp the affect of various follow-on methods. To discover completely different seed-stage allocation approaches, we modified Fred Wilson’s “Doubling Mannequin” to discover a number of of the variations. Just one change — we changed Collection A with seed+ because it’s extra inline with what we’ve seen. It’s additionally vital as a result of it implies one much less spherical of dilution in some seed methods. We additionally assumed most seed buyers put money into syndicates, in order that they don’t purchase 20 % except they’re on the massive finish of fund sizes – i.e. $100 million+.

We explored what occurs when seed buyers make a single funding to purchase 10 % of an organization and by no means follow-on and the way would possibly that examine to selective B and C-stage follow-ons or utilizing progress from seed to seed rounds to keep away from dilution on extra promising firms. There’s additionally the query of the implied fund dimension and variety of investments — if you may make excessive conviction bets early, you get to make extra investments even with a comparatively small fund. However finally you stumble upon time constraints for companions — attending to 40 offers with two companions can work, however presumes you aren’t a lone wolf companion and that you simply make onerous selections about the place to allocate time — which regularly appears tougher than allocating cash.

As much as about $50 million there are a selection of attainable methods that may work, however diluting with founders permits extra investments, even with smaller funds versus extra conventional aggressive follow-on. Extra offers could also be important to the success of this mannequin. Right here’s our modified model of the doubling mannequin (adjustments to the mannequin are famous with blue cells).

Diluting alongside founders

VCs routinely remind founders that they shouldn’t fear about dilution as a result of they are going to have a smaller share, however the pie shall be greater. Largely this math works for founders, so why not VCs? Founder Collective is the one different agency we discovered that’s express about aiming for this outcome. And this can be much more needed in the present day to make room for extra strategic VCs to hitch conventional VCs.

At City Us our funding mannequin is concentrated on getting absolutely diluted possession earlier than Collection A. If we will do some pro-rata or generally if we have to do a bridge to purchase groups extra time, we’ll do this. And we’ll be equally excited when founders are in a position to herald nice new buyers to assist them by means of their subsequent development stage, no matter their allocation technique.


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