How to Raise Your First Round of Capital

How to Raise Your First Round
of Capital
Jeff Bussgang
General Partner, Flybridge Capital
Senior Lecturer, Harvard Business School
@bussgang
FALL 2020

Confidential Presentation
Startup
Context For My Perspective
Professor @HBS:
- Launching Tech Ventures
- Rock Venture Partners
Venture
Capitalist
@Flybridge
2x Author:
- Mastering the VC Game
- Entering StartUpLand
2x Entrepreneur:
- NASDAQ: OMKT
- Upromise (acq: SLM)
Confidential Presentation 2

Fundraising Patterns and Players
$250-$500k pre-seed
- Convertible note/SAFE at $2-$4m cap
- If your friends, family and ex-colleagues won’t
back you — why should I?
$1-$3m seed at $4-$8m pre-money
- Either note, SAFE/SAFT or priced round
- Micro-seed funds, seed funds, super angels
$5-$10m Series A at $10-$20m
pre-money
- Priced round, board, control structure
- Seed, Series A, Series B funds
$20-$40m Series B at $40-$100m
pre-money
- Priced round, board, control structure
- Series B funds, growth funds, crossover PE
3

VCs vs. Angels
4
Can be total disasters
Will want some control (voting,
board, veto)
Will want to own 10-20%
Very actively engaged (they get
paid to do this), leveraging the power
of the firm’s network
Can add tremendous value and be
great business partners
Typically rational actors, commercially-driven,
but if inexperienced can do great harm
Can be total disasters
Will want no control (“send me
an annual email”)
Will want to own 1-10%
Maybe engaged or not (often a
hobby, sometimes a personal mission)
Can add tremendous value and be
great business partners
Typically rational, but if unsophisticated:
naïve, irrational, emotional

VC Is Not the Only Option
5
VC Decreases Runway
VC is raised to fund higher burn rates. An increased burn
rate is a great investment when used to fuel a working
model. More often, burn is used to search for a model
that works, and the company quickly learns that capital
has no insights. When startups cannot sustain the burn,
and cannot manufacture enough VC enthusiasm to keep
the dream alive, crash landings ensue.
1
Venture Capital increases risk for founders in two ways
VC Limits Exit Options
Probabilistically, the most likely exit for a startup is an
acquisition for less than $50 million. This outcome has
little benefit to VCs, and they will happily trade it for an
improbably shot at a bigger outcome. Billions of dollars
have been outright wasted by founders selling future value
that didn’t materialize, while surrendering present value
that could have been navigated to great success.
2

A Game of Outliers (“Power Law”)
6
0
10
20
30
40
50
60
70
0-1X 1-5X 5-10X 10-20X 20-50X 50X+
Right-Skewed Distribution of U.S. Venture Returns
By % of financings in companies going out-of-business, acquired, or IPO 2004-2013
n=21,640 financings
%
of
Financings
Gross Realized Multiple Range
Ridiculously large returns (> 10x) are very, very rare
(4%) — but are always the goal
In statistics, the power law is a functional relationship between two quantities where one quantity varies as a power of another.
Source: Includes data from Dow Jones VentureSource and other sources

VC Fund Math 101
7
Prototypical, $100M Early Stage Fund
($ in mm) Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10 Year 11 Year 12 Fund End
AVG Deployment Pace 19.4% 20.1% 15.7% 16.4% 9.8% 7.0% 3.2% 2.2% 2.7% 1.0% 1.3% 1.3% 100.0%
AVG Proceeds from Exits 0.0% 0.1% 0.9% 1.5% 2.2% 4.3% 6.8% 8.5% 13.1% 18.9% 21.8% 21.8% 100.%
Capital Called $19.4 $20.1 $15.7 $16.4 $9.8 $7.0 $3.2 $2.2 $2.7 $1.0 $1.3 $1.3 $100.0
Gross Proceeds $0.0 $0.6 $.3.3 $5.7 $8.5 $16.6 $26.1 $32.6 $50.0 $72.2 $83.4 $83.4 $382.5
Management Fees $2.0 $2.0 $2.0 $2.0 $2.0 $2.0 $2.0 $2.0 $2.0 $2.0 $0.0 $0.0 $20.0
Carry $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $0.0 $13.1 $13.1 $13.1 $13.1 $52.5
Net Proceeds for Distribution ($21.4) ($21.5) ($14.4) ($12.7) ($3.3) $7.6 $20.9 $28.5 $32.3 $56.1 $69 $69 $310.0
Net IRR (10.%) (8.7%) (3.8%) 2.2% 9.9% 25.6% 51.1% 82.5% 116.4% 173.8% 242.8% 310.0% 310.0%
Gross Return Multiple
Net Return Multiple
Net IRR
3.8x
3.1x
20%
To achieve target of 3x the fund, need to
see multiple big exits (>10x) in years 9-12
Source: Industry Ventures

Investor Decision
Making
8
- Most VCs and Angels have ADD — operate on “BLINK”
instincts
• Want to SEE everything, but actually INVEST in very, very few
deals
• Make their decision within the first 10-15 minutes
- Typical VCs and Angels will invest in one out of every 300-
500 deals they see
• Long odds — you need to really stand out
• Like college applicants — triage quickly
Blink: The Power of Thinking Without Thinking, by Malcolm Gladwell

When Do You Talk to Investors?
9
- Never too early to build a relationship (and get advice) — especially
when you’re not asking for money.
- That said, there is no such thing as a casual meeting — every meeting
with an investor is a pitch/presentation.
- Leave them with your next milestones…and achieve them!
- Only when you’ve established a relationship and operational
credibility should you ask for money.
“Ask for money, get advice.
Ask for advice, get money
twice.”
- Pitbull, Musician

Find the
Sweet Spot
Don’t downplay risk
Mutual due diligence is fair play
Arrange for a warm introduction
Scope out the firm size matters, as does the
— individual
10
Prepare, be brief (VCs “BLINK)

Kiss Many Frogs
11
11
58
Investors
Contacted
40
Investor
Meetings
$1.3 M
Capital
Raised
12.5
Weeks
to Close
Stats From an Average Series Seed Raise
Source: Docsend

VC Introduction Algorithm
12
Entrepreneurs who have made them money
1
2
3
4
5
6
Entrepreneurs in their portfolio
Entrepreneurs they respect
Customers/Partners they respect
Service providers they respect
Existing investors
- Cold emails/social networks
- Investors who are not investing

Investor’s Decision Tree
13
Worth 3 minutes (email, phone)?
Yes
No
Ignore/decline to engage
Worth 30 minutes (phone, in person)?
Yes
No
Pass gracefully
Worth 60-90 minutes (in person)?
Yes
No
Pass but stay in touch
Worth follow-up meeting (in person)?
Yes
No
Pass but be helpful
Serious Due Diligence

Elements of the Pitch
14
1 2 3
Intro
- Who are you?
- Why are you here?
- Why are you special?
Problem
- What is the customer pain?
Solution
- What’s your disruptive, breakthrough
compelling solution?
- Is the “Gain vs. Pain” ratio 10x?
4 5 6
Opportunity
/Market Size
- Top down and bottoms up
Competitive
Advantage
- What is your unique differentiation?
- What’s your “competitive moat”?
Go-to-Market Plan
- How are you going to reach
the customer?
7 8 9
Business Model
- How are you going to make money?
Financials
- What’s the bottom line, what are your key
assumptions?
- How are you going to make ME money?
The Ask
- How much do you want, how long will it
last you and how much will you achieve?

Top 3 Things to Do
15
Set Context Be Crisp and On Point Know Your Stuff
- Tell your narrative to prove
founder-market fit – i.e., why
you?
- Tell industry context to prove why
now?
- Personal intro should take < 5
minutes
- Team introduction < 5 minutes
- Make it relevant — don’t go off
on tangents
- If you can’t show good
summarization skills, how will
you handle a board room?
- Know competition, show
domain expertise
- They will push you to test you
- John Doerr/Upromise case
study

Top 3 Things to Avoid
16
Do Not Exaggerate There’s No “I” in Team Do Not Name Drop
- Assume everything you say will
be verified in due diligence
- Assume the listener is a cynic
and a professional BS detector
- If you are self-aggrandizing,
investors will assume you can’t
build teams, attract great talent
- No one is going to be
impressed with who you know
unless the relationships are
both real and relevant
- Assume everyone does their
due diligence

Typical Investment
Criteria
- Tangible things investors like to see:
• Very big market (> $500M? $1B? — support
$100+M revenue)
• Unfair advantage (why you? why now?)
• Attractive business model
(recurring, high margins,
network effects)
• Unique technology or business
model approach
17
- Intangible things investors like to see:
• “Pied Piper” — an ability to recruit and retain a
great team, partners
• Interpersonal chemistry
• Movie, not a snapshot
• X-Factor/Super power

So You’ve Had a Good
Meeting…
Then What?
18
- Treat fundraising like a sales process — build a pipeline, work people
through the pipeline, build up to crescendo
- VCs get distracted — typically only pursue 2-3 high priority new
investment opportunities at any given time
- Stay connected, top of mind, build a sense of momentum
- Need to sell the individual “champion”, then the help them sell the
partnership
- Address objections with specific data
• Make the investment case for them
• Give them tools/materials to share with their partners
• Create a sense of urgency (run a competitive process)

Then, Expect More Due
Diligence
19
19
As you would do in a sales process,
package up the information, make it easy
on the VC — provide reference list,
financial models, detailed market size
analysis — all in readable, compelling,
digestible form
Customers
/Partners
Team
Business Model Market
Size/Analysts

Partners Meeting
20
Ask your champion where they’re at
(Strong positive? Slight positive? Still
questioning?)
1
Ask your champion for the main
objections in advance
2
Customize your pitch to
address them
3
Command the room
4
Be open about risks — and your
plan to mitigate
5

The Vote
Partner A Partner B Partner C Partner D Average
Market 4 4 4 4 4.0
Team 4 4 3 5 4.0
Product/Tech 2 4 4 2 3.0
Business Model 5 5 3 3 4.0
Competition 4 3 3 4 3.5
Deal/Cap Markets 4 4 3 3 3.5
Disruption 4 4 4 4 4.0
Network Effects 2 3 4 4 3.3
Total 29 31 28 29 29.3
Two most important criteria Who’s your champion? Know what they think beforehand

Term Sheet Time -
FAQs
22
1. Should I include VCs in my seed round or just
angels?
2. Should I do a convertible note/SAFE with a cap,
no cap or a priced round?
3. How big should the option pool be?
• How much do I set aside for team, advisors,
board?
4. How should I think about valuation?
• “Promote” definition
5. How should I think about control?

Expectations and Milestones
23
Have well-documented milestones that
represent what you expect to achieve
during the initial funding period
- Team building
- Technical progress/product
development
- Customers, revenue
- Budget
Talk to the investor about the
next round before you close this
round
- Expectations, amount, price
What experiments are you
going to run and what results
do you expect from those
experiments?

Who’s
Ready to
Raise
Money?
24

For More, Read:
Mastering the VC Game
25

THANK YOU!
Jeff Bussgang
General Partner, Flybridge Capital
Senior Lecturer, Harvard Business School
@bussgang

How to Raise Your First Round of Capital

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