Sorry, But Who You Know Still Matters

We live in an age where “democratization” is all the rage in the world of startup investing. An age where rent-seeking gatekeepers such as venture capitalists are going to be put out of business by Crowdfunding, ICOs, and more generally the mass dissemination of information across the world via the internet. Pretty soon, so the narrative reads, everyone will have access to the best deals, and a new entrepreneurial golden age will emerge. The only thing that will matter is what you know, and John and Jane Doe will be driving the Tesla’s previously consigned to the folks on Sand Hill Road.

Baloney.

The problem with the notions that “everyone will have access to the best deals” and “everyone will be empowered to make the best deals” is that neither assertion is true.

On the first score, the people with the best deals will continue to seek out the investors with the best track records and value-add. I mean, if you are really good and have a really good idea, who would you rather have financing your start-up, Sequoia or some guy named Barney and his pals at the country club in Podunk?

As for the second point, evaluating, making, and managing the best deals is about more than having access to them: it is about having the skills, experience, and networks to recognize them and turn opportunity into achievement. Good venture investors are in fact good at something that is very hard to be good at, not something any old Jane Doe could master if only she had access to the same raw material (most if it garbage in any event). Seriously, pick a name out of the phone book and the chances you’ll find a really good high impact venture investing talent is probably about the same as your finding someone who can hit a major league curveball.

I am not arguing that Crowdfunding and ICOs and the internet generally have not changed and will not continue to change the venture capital business. What I am arguing is that those changes will be evolutionary more than revolutionary; that the fundamentals, including the curation of deal flow, will still be very much in play. And that curation will continue to be one of those “guilt by association” situations driven by relationships, not algorithms.

Look at it this way. Most venture investors see far more entrepreneurs and deals than they can possibly give serious attention to, much less invest in. Further, the best venture investors not only see the most deals generally, but the most good deals as well. There is an awful lot of noise in the system. And for pretty much every venture pro out there, the most logical and effective first noise reduction filter is… who that I respect thought this deal was worth my time to look at?

Deals where the answer to that question is “no one,” aka “over the transom” deals, seldom get more than the most cursory review, and as any honest VC with a solid track record will tell you almost never get done.

Will adding more over the transom deal flow – for example via web solicitation or on public Crowdfunding sites – change that? Of course not. An experienced VC will be no more likely to seriously investigate a deal that comes in over a digital transom than a deal that comes in over a traditional transom.

 

None of this means that Crowdfunding and ICOs and the internet generally are not changing the venture business. But the changes are around the margins – more efficient ways to distribute, access and process information. And these changes are lowering transaction costs, which is great for everyone. But as much as there is more noise in the system, the value of getting a curated introduction to a good investor is if anything more, not less, valuable than it was in the past.

And so, discounting the hype and the bad actors in the Crowdfunding and ICO worlds, the large majority of the good deals are mostly being done by professional investors in closed – even if online – syndicates. And by teams that meet their lead investors via an introduction (likely as not a digital one), not the online equivalent of a billboard.

The point, then, is this: if you are serious about getting your start-up funded by investors that know what they are doing, start talking to folks – other entrepreneurs, service providers, other investors – that are known and respected by those folks. Because no matter how much you know, who you know still matters.

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Is Your VC a Chicken or a Pig? Part II: The Role of the Lead Investor – From Term Sheet to Closing (and Beyond)

In Part I we talked about the critical importance of focusing your fund raising efforts on identifying a lead investor – a “pig” – and reaching agreement on a term sheet with them before you spend significant time lining up “chickens” to “follow” along in the deal. Today, we’ll look at what role your lead investor plays post-term sheet agreement when it comes to getting your deal closed.

The first role of the lead investor post-term sheet is working with the company to build out the investment syndicate: that is, to find and close on chickens/followers. The lead becomes, in effect, a part of your pitch team – albeit, without abandoning its primary role as an arms-length investor/skeptic.

The “selling” role of the lead includes identifying, prioritizing, and even pitching potential followers. That typically includes folks the lead brings to the table from its own network as well as appropriate candidates the company suggests. While the company will still be front and center in pitching chickens, the lead is usually the primary due diligence source for potential followers, both “deal” and “legal” due diligence, and actively shares their own thinking on why the deal is compelling with various chickens.

This dual role, working with the company to build the syndicate while also being the principal due diligence resource for the syndicate, makes managing the company/lead relationship complicated as well as critical. The lead, at this point, wants the deal to happen and is committed to making it happen. But only to a point. The lead’s enthusiasm is tempered by its continuing obligation to act in the best interests of its own investors. In addition, its credibility is on the line with other investors, which is something that can cut both ways in terms of how it reacts to any bumps in the road on the journey to closing.

The lead also manages the “deal” part of the deal: that is, the concerns of followers about the terms of the deal. On that score, the lead should focus on convincing followers that the term sheet is “good to go” as is. Indeed, the company should resist any material changes to the term sheet based on follower concerns, just as it would if the lead was the only investor. The whole point of agreeing on a term sheet was to finalize the material terms of the deal. As a practical matter, one or more immaterial changes to accommodate a valuable follower may be acceptable. Any material changes, though, should be viewed as putting in play changes the company might want in exchange, or even grounds for the company backing out of the deal altogether.

The lead also manages the legal process associated with negotiation of closing documents and related legal requirements. Typically, there is one counsel for the investment syndicate, and that counsel works through the lead investor and is paid by the company out of closing proceeds from the financing. (If a follower wants to have an independent legal review, they should pay for it, and that counsel should work through the lead and its counsel in terms of communicating any concerns to the company.) If a lead can’t persuade followers to work through the lead and its counsel, that’s a good sign that the lead is not up to the job.

Once the deal is closed, the lead is usually the “point” investor for the rest of the investment syndicate. If the investors have a director on the Board, it will usually be someone from the lead investor. (Someone that should have been identified at the term sheet stage). When the company has news to share with the investors – good, bad, or indifferent – the lead is usually the first to get it, and often has input on what to share with the rest of the syndicate, when, and how. As with the period of time from the term sheet to the closing, this dual role of investor/advisor can be complex and must be managed carefully.

Lead investors make deals happen, and typically play central roles even after the closing. Smart entrepreneurs know that raising money is first and foremost about getting a credible lead’s name on a solid term sheet. Be a smart entrepreneur: don’t waste time and energy collecting followers until you’ve got a lead for them to follow.

Is Your VC a Chicken or a Pig? Part I: What a “Lead” Investor is, Why You Need One, and How to Find One

One of my favorite clichés involves chickens and pigs. More specifically, it observes that as interested as chickens may be in breakfast, it’s the pigs that are really committed.

That’s a good way for startup entrepreneurs to think about courting venture capital investors. Collecting a flock of very interested venture investors – chickens – is fine and dandy, but you won’t make much progress towards getting a deal done until you’ve got a pig at the table. So don’t waste a lot of time chasing chickens around until you have a pig corralled. You know you have got a pig in hand when you have a solid term sheet with a “lead” investor inked.

Truth be told, most VCs think of themselves, or at least present themselves, as lead investors. I suppose most probably do lead a deal now and again. That said, though, in any given deal, there is generally only one lead investor. (Co-leads are fairly common, but even in those cases one of the co-leads in fact plays the role of the lead.) That is, one investor who not only wants “in” the deal but wants to “own” the deal.

The first big role of the lead in a deal is to let the relevant chickens know that someone has pig-like interest in the deal. That someone likes the deal enough to put up a big bunch of capital (usually the biggest chunk) and to do most of the heavy-lifting of getting the deal done (which, as we’ll see, is no small thing). That resource commitment, coupled with the signal to the market that a credible (well, hopefully) investor is that serious about the deal, is typically the inflection point when the chickens start getting serious about actually committing some eggs to getting the deal done.

If getting a lead investor lined up is the sine quo non of getting a venture financing done, how do you go about it? Simple. Qualify potential investors as leads before you spend too much time with them. Limit your initial investor solicitations to folks you think are possible leads and folks you think might be sources of referrals to possible leads. When you get a meeting with an investor, if there is any potential interest at the end of the meeting be certain to ask if yours is a deal the investor would consider leading (and if not, can they refer you to any investors who might be).

Step two is to avoid wasting time with investors who are not qualified leads until you have a signature (or handshake) on a term sheet with a lead investor; a term sheet that outlines all of the material terms of the investment. Depending on who the lead is (their reputation in the market), and how big a piece of the deal that the lead is taking (how many other investors with how much more money will it take to fill out the syndicate), agreement on a solid term sheet is the point where most interesting investment opportunities become likely deals.

Next time, we’ll talk about what roles lead investors play after the term sheet is signed.