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Trends in venture capital financings
1. Trends in Venture Capital
FinancingsFinancings
Leonard Grayver, Esq.
June 11, 2013
2. About Leonard Grayver
Partner at Greenberg, Whitcombe & Takeuchi Partner at Greenberg, Whitcombe & Takeuchi
Represents
VC Funds
Founders
Startups
Offices in California and Moscow Offices in California and Moscow
For a copy of Russian-language Guide
to VC Term Sheets
email LGrayver@gwtllp.com
3. Agenda
Overview of Venture Capital Activity Overview of Venture Capital Activity
Overview of Deal Terms
Overview of Seed Round Activity
Overview of Seed Investment Deal Terms
4. Data Used
Wilson Sonsini Financing Trends Wilson Sonsini Financing Trends
Fenwick and West VC Survey
PricewaterhouseCoopers MoneyTree report
Dow Jones VentureSource
Personal Experience Personal Experience
6. VC Financings Across Rounds
Series Q1'12 Q2'12 Q3'12 Q4'12 Q1'13
Series A 24% 24% 24% 12% 25%Series A 24% 24% 24% 12% 25%
Series B 18% 17% 24% 31% 20%
Series C 17% 21% 22% 22% 19%
Series D 17% 14% 15% 16% 18%
Series E+ 24% 24% 15% 19% 18%
Distribution across rounds is pretty stable
Many seed investments don’t get further funding
Expect to see fewer D & E rounds in the future
7. Median Pre-Money Valuations
Series 2007 2008 2009 2010 2011 2012 Q1'2013
Series A $ 9.60 $ 6.60 $ 4.80 $ 4.60 $ 6.00 $ 7.50 7.60$
Series B $ 28.20 $ 21.50 $ 15.30 $ 17.80 $ 19.20 $ 23.50 27.50$
The ‘Instagram Effect’
Improving economySeries B $ 28.20 $ 21.50 $ 15.30 $ 17.80 $ 19.20 $ 23.50 27.50$
Series C+ $ 60.30 $ 52.50 $ 47.50 $ 55.00 $ 69.20 $ 96.20 120.00$
$80
$100
$120
$140
$160
Series C+
Companies raise rounds later in life
$-
$20
$40
$60
$80
2007 2008 2009 2010 2011 2012 Q1'2013
Series B
Series A
8. Median Amount Raised
Series 2007 2008 2009 2010 2011 2012 Q1'2013
Series A $ 6.00 $ 3.45 $ 2.60 $ 2.00 $ 1.80 $ 2.10 2.40$
Series B $ 11.80 $ 9.90 $ 8.00 $ 5.50 $ 4.10 $ 5.00 5.00$
Series C+ $ 13.10 $ 11.20 $ 9.30 $ 9.10 $ 8.10 $ 10.40 10.50$Series C+ $ 13.10 $ 11.20 $ 9.30 $ 9.10 $ 8.10 $ 10.40 10.50$
$15
$20
$25
$30
Series C+
Series B
$-
$5
$10
2007 2008 2009 2010 2011 2012 Q1'2013
Series A
9. Founders’ Share of Company
After Series A Round
75%
80%
50%
55%
60%
65%
70%
2007 2008 2009 2010 2011 2012 Q1'2013
Increased valuation = increased founders’ share
Does not account for Stock Option Plan
10. Stock Option Pool Size
After Series A Round
30.0%
35.0%
40.0%
Percentageofcompanies Percentage of companies Option Pool Size
2.8% <5% 4 0.112
16.6% 5-10% 7.5 1.245
37.1% 10-15% 12.5 4.6375
22.2% 15-20% 17.5 3.885
8.4% 20-25% 22.5 1.89
13.9% >25% 27.5 3.8225
Average 2.598667
0.0%
5.0%
10.0%
15.0%
20.0%
25.0%
30.0%
<5% 5-10% 10-15% 15-20% 20-25% >25%
Percentageofcompanies
Size ofemployee stock option pool
Average option pool size is 15.9 %
Stock Option Pool comes out of Founders’ shares
Strategy: Negotiate by building a hiring model
Size ofemployee stock option pool
11. Series A Valuations by
Industry (under $2M raised)
Industry Valuation
Clean Tech 2.20$
Internet 3.00$
Software 3.50$
$4.00
$5.00
moneyvaluation
Software 3.50$
Life Sciences 3.50$
Non-technology 4.50$
$-
$1.00
$2.00
$3.00
$4.00Pre-moneyvaluation
Non-technology products had the highest
valuations
12. Industry Valuation
Life Sciences 5.10$
Clean Tech 6.00$
Non-technology 10.00$$10.00
$15.00
moneyvaluation
Series A Valuations by
Industry (over $2M raised)
Non-technology 10.00$
Electronics/Hardware 12.00$
Semiconductor 12.30$
Software 13.00$
Internet 13.50$
$-
$5.00
$10.00
Pre-moneyvaluation
New categories require more money to start
Life Sciences is lowest valuation (was tied
for highest in the under $2M bracket)
Likely due to higher risk and longer road to liquidity
Founders’ share in Life Science/CleanTech is under 40%
13. Up Rounds and Down Rounds
2009 2010 2011 2012 Q1'2013
Down rounds 39% 28% 15% 15% 11%
Flat rounds 24% 16% 18% 18% 21%
Up rounds 36% 56% 67% 68% 68%60%
70%
80%
0%
10%
20%
30%
40%
50%
2009 2010 2011 2012 Q1'2013
Down rounds
Flat rounds
Up rounds
Marked improvement since start of recession
Plateaued over the last two years
14. But a lot depends on the round
Series 2012 Q1'2013
Series B 6% 4%
Series C 16% 5%
Series D 15% 19%
Series E+ 22% 18%
20%
25%
Series E+ 22% 18%
0%
5%
10%
15%
Series B Series C Series D Series E+
DownRounds
2012
Q1'2013
Later rounds = more chance of a down round
Probably due to exit difficulties
Founders suffer more than investors
Series B Series C Series D Series E+
15. … and the industryIndustry 2012 Q1'2013
Software 9% 10%
Hardware 24% 0%
Life Science 15% 33%
Internet 12% 6%
CleanTech 23% 0%
25%
30%
35%
CleanTech 23% 0%
0%
5%
10%
15%
20%
Software Hardware LifeScience Internet CleanTech
2012
Q1'2013
Software consistently up rounds
CleanTech had one really bad quarter
16. Change in Valuation Across
RoundsSeries 2012 Q1'2013
Series B 125% 96%
Series C 75% 93%
Series D 33% 17%
120%
140%
Series D 33% 17%
Series E+ 35% 18%
0%
20%
40%
60%
80%
100%
Series B Series C Series D Series E+
IncreaseinValuation
2012
Q1'2013
120% increase is 2.2× increase
Lower increase in later rounds is likely due
to more down rounds
Series B Series C Series D Series E+
17. … and Across Industries
Industry 2012 Q1'2013
Software 97% 67%
Hardware 43% 38%
Life Sciences 16% 6%
Internet 122% 103%
100%
120%
140%
IncreaseinValuation
Internet 122% 103%
CleanTech 46% 51%
0%
20%
40%
60%
80%
100%
Software Hardware Life
Sciences
Internet CleanTech
IncreaseinValuation
2012
Q1'2013
Includes data from all rounds
CleanTech is very volatile
19. Growth and Recognition
of Seed Investments
Three of the six largest VC investors Three of the six largest VC investors
(by number of deals) were seed focused funds
500 Startups, Y Combinator, First Round Capital
Between 2009 and 2012
Number of seed financings almost quadrupled
to 1800to 1800
Number of seed investments doubled to
31% of the total number of VC deals
Number of companies funded by accelerators
increased five-fold to 1200
20. Where are Seed
Investments Going?2010 2011 2012
Internet/Di
gital Media
71% 75% 66%
Software 29% 25% 34%
70%
80%
Software 29% 25% 34%
0%
10%
20%
30%
40%
50%
60%
2010 2011 2012
Internet/Digital Media
Software
Capital-heavy industries are not suitable
2010 2011 2012
21. Who is Investing in Seed?
2010 2011 2012
Seed
funds
43% 46% 46%
Profession
al angels
31% 28% 20%
VC funds 26% 27% 34%
35%
40%
45%
50%
VC funds 26% 27% 34%
0%
5%
10%
15%
20%
25%
30%
35%
2010 2011 2012
Seed funds
Professional angels
VC funds
Professional angels are being squeezed
out by VC funds
22. What is the Seed
Investment Vehicle?
2010 2011 2012
Preferred
Stock
69% 59% 67%
Convertible
Debt
31% 41% 33%
70%
80%
Debt
0%
10%
20%
30%
40%
50%
60%
2010 2011 2012
Preferred Stock
Convertible Debt
Preferred stock deals predominate
Counter to what most people think
Shows the institutionalization of seed deals
2010 2011 2012
23. How Much is Invested?
2010 2011 2012
Preferred Stock Deals$1,056,000 $1,000,000 $1,360,000
Convertible Note Deals$662,500 $1,000,000 $918,000
$1,200,000
$1,400,000
$0
$200,000
$400,000
$600,000
$800,000
$1,000,000
2010 2011 2012
Preferred Stock Deals
ConvertibleNoteDeals
Preferred stock deals are somewhat
higher than convertible note deals
24. The Hard Part is Getting
to the Next Round …
From 2009 to 2012 From 2009 to 2012
Number of seed financings increased from
472 to 1749
Number of Series A rounds only increased
from 418 to 692
25. Seed Bubble?
45% of companies that raised their seed
round in 2010 raised a Series A Round byround in 2010 raised a Series A Round by
the end of 2011
27% of companies that raised their seed
round in 2011 raised a Series A Round by
the end of 2012
The rest? Many, if not most, have shut down. The rest? Many, if not most, have shut down.
27. Preferred Stock Financings
Usually use simplified financing documents
No anti-dilution rights
No ROFR or Co-sale rights No ROFR or Co-sale rights
No Registration Rights
No Dividend Preference Rights
Limited Veto Rights
Limited Drag Along
Information Rights - Yes
Pre-emptive rights – Yes Pre-emptive rights – Yes
Legal Fees <$10,000
Investor gets a board seat in ≈ 70% of deals
32. Conversion into Shares
Conversion to shares at discounted price
in about 85% of the dealsin about 85% of the deals
Discount ranges:
2012 Q1'2013
< 20 % 17% 30%
= 20% 54% 40%
> 20 % 29% 30%
30%
40%
50%
60%
70%
80%
90%
100%
> 20 %
= 20%
< 20 %
Median discount is 20%
0%
10%
20%
30%
2012 Q1'2013
< 20 %
33. Valuation Caps
Over 2010 – 2012, valuation caps were Over 2010 – 2012, valuation caps were
used in 85% of deals
The median valuation cap was $6M
34. Infrequently Used Terms
Investors get a board seat in ≈2% of deals Investors get a board seat in ≈2% of deals
Notes are secured in ≈2% of deals
Notes include warrants in ≈6% of deals
Notes are senior to other debt in ≈10% of deals
37. Senior Liquidation Preference
Across Rounds
2008 2009 2010 2011 2012 Q1'2013
Series B 31% 28.50% 22% 26% 22.20% 29%
Series C 40% 45% 32.50% 44% 28.70% 41%
Series D 54.50% 57% 47.50% 37.50% 34.50% 33.00%
55%
60%
PercentageSeniorLiquidation
Series D 54.50% 57% 47.50% 37.50% 34.50% 33.00%
Series E+ 52% 53% 52.50% 42% 44.50% 32%
20%
25%
30%
35%
40%
45%
50%
2008 2009 2010 2011 2012 Q1'2013
PercentageSeniorLiquidation
Preference
Series B
Series C
Series D
Series E+
Least common in series B
Steady decline in later rounds
2008 2009 2010 2011 2012 Q1'2013