Private Equity
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Previously, we introduced the concept of flexible VC: structures that allow founders to access immediate risk capital while preserving exit and ownership optionality. We list here all the active flexible VCs we have identified, broken into these categories:
These investors are paid back primarily based on a percentage of revenues.
Chattanooga, TN-based Capacity Capital was launched in 2020 with a primary focus on the southeastern U.S. Jonathan Bragdon, its CEO, describes Capacity as “a team of founders-turned-funders making non-dilutive, founder-aligned investments of $50,000-$300,000 in post-startup, post-revenue businesses planning to 2x revenues in 12-24 months. Investments are typically in exchange for a capped, single-digit revenue share and a right to equity under certain circumstances.
If the company sells or raises enough capital, the investment converts into an agreed-upon percentage of equity. If the company grows without raising additional equity funding, founders redeem most of the equity right, based on a pre-agreed return amount. With a portfolio that includes food, tech and services, the fund is industry-agnostic and focused on the overlooked and underrepresented with high-margin business models.”
Jonathan sometimes refers to their investments as “micro-mezzanine” because “mezz is typically structured as a contractual periodic payment, with some equity-like upside, but subordinate to other debt … so most lenders look at it like equity. But, it is typically shorter term with fewer control mechanisms than equity (i.e., not VC). I wanted [a term for] something similar (between debt and equity) but on an extremely small scale.”
In addition to a fund, the overall Capacity organization provides direct mentorship, consulting and connects founders to a broad network of talent, diverse forms of capital and existing resources focused on the post-startup stage of growth. The founders, LPs and venture partners have a long history in local startup ecosystems in the Southeast including LaunchTN, The Company Lab, CO.STARTERS and several other regional funds and resources.
Greater Colorado Venture Fund (GCVF) is a $17 million seed fund that invests in high-growth startups in rural Colorado using equity and flexible VC structuring.
A typical GCVF flexible VC investment is $100,000-$250,000 for up to 10% ownership, of which 9% is redeemable, with a sub-10% revenue share and 12-month-plus holiday period. GCVF specializes in providing critical support to founders based in small communities, while connecting them to an unfair network well-beyond their small-town headquarters.
GCVF is pioneering the future of venture capital and high-growth startups for all small communities. With Colorado as an ideal pilot community, the GCVF team (which includes Jamie Finney, a co-author of this article) has helped grow multiple staple initiatives in the rural Colorado startup ecosystem, including West Slope Startup Week, Telluride Venture Accelerator, Startup Colorado, Energize Colorado Gap Fund and the Greater Colorado Pitch Series.
Recognizing the need for creative investment structures in their Colorado market, they co-founded the Alternative Capital Summit, creating the first community of flexible VCs and alternative startup investors.
They share their learnings on flexible VC and pioneering rural startup ecosystems on the GCVF blog.
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Of the Inc. 5000 companies, only 6.5% raised money from VCs and 7.7% raised from angels. Where else can fast-growing companies get funding?
More and more startups are pursuing revenue-based VCs, but it’s not a good fit for everyone. A new category of investors has emerged offering a hybrid between VC and revenue-based investment (RBI), which we call “flexible VC.”
From RBI, flexible VCs borrow the ability to reap meaningful returns without demanding founders build for an exit. From traditional equity VC, flexible VC borrows the option to pursue and reap the rewards of an outsized exit. Every flexible VC structure allows founders to access immediate risk capital while preserving exit, growth trajectory and ownership optionality.
Before raising capital, we encourage founders to dig into the nuances between different flexible VC structures.
Our categorization is not a technical one. Rather, we want to accommodate the wide variety of instruments currently offered by flexible VC investors, detailed below. As two fund managers employing flexible VC, we think it is a healthy addition to the ecosystem and will yield more predictable and stable healthy returns for investors.
This is currently the most common investment structure: The flexible VC investor purchases either equity ownership, or a convertible right to equity, and a right to regularly scheduled payments based on a percentage of revenues.
By tying payments to actual revenues, founders and investors remain aligned around the company’s real-time performance, good or bad.
“Too often, investment structures force the management team to make decisions between misaligned growth and investment (return) objectives. This structure allows for alignment on the front end, and real-time flexibility for performance metrics,” says Samira Salman, a family office investor and advisor.
Payments are commonly delayed for a grace period of 12-36 months. John Berger, director of Operations and Impact Solutions at Toniic, observed that this has clear investor benefits: “The grace period became a feature because it benefits investors in regions like the U.S. where there can be tax differences between short- and long-term gains. It has moved from its origins as a tax benefit and can be viewed as a feature that benefits founders.” After the grace period, the return payments begin, often lasting until a return cap is hit, such as 2-5 times the original investment.
To account for these revenue share payments, the investor’s ownership (or convertible right to ownership) is simultaneously reduced. Once the return cap is reached, the investor is typically left with a residual stake — a fraction of the pre-revenue share ownership. At any point, should the founder wish to pursue a traditional equity VC round, or get bought, the revenue share is paused, and the investor’s then-current ownership converts to equate to a traditional equity VC investor.
Flexible VCs have created structures based on other company performance metrics than revenues, such as profits or founder salaries. These different company performance metrics provide a slight variation in how the investor and founder relationship is defined. For example, profit-sharing structures ensure payments do not begin until the company is profitable, though likely delaying returns to the investor and complicating payment calculations.
Similarly, when flexible VC structures are based off of the founder’s own compensation (often via salary or dividends), investors are specifically tying their returns to the financial success of the founder. This translates less directly to company performance compared to a revenue or profit share, but offers uniquely personal alignment. These variations in founder alignment allow flexible VCs to specialize in the types of companies they work with.
In all these cases, capital is provided to fuel forecasted growth without creating a commitment to a particular vision for future funding rounds, exit goals and associated blitzscaling. The founder retains full control over whether they want to optimize for hypergrowth (usually at the expense of profitability) or for organic, profitable growth. Flexible VC opens up a new risk capital option for bootstrappers, minorities, family-owned and countless other founder segments left out by the traditional funding landscape.
A range of small VCs are deploying with flexible VC structures, but we believe the total amount of AUM deployed with this strategy is well under $50 million. Similar to the explosion of seed funds in the past decade, we (and some limited partners too) believe these Flexible VCs are on the forefront of what will become a major segment of the venture ecosystem.
We detail below the major categories of VC:
| Funder category | Equity ownership | Returns primarily based on | Composition of returns | Example VC |
| Equity VC | Yes, typically preferred equity.
15%-20% sold per round. On average, founders own just 43% of equity by Series B, declining thereafter. |
The value ascribed by subsequent investors (in a secondary); buyers (acquisition); or the public markets (IPO). | Volatile, uncapped. | Andressen Horowitz, ff Venture Capital, HOF Capital, Sequoia. |
| Flexible VC: Revenue-based | Yes, nonvoting common shares (if converted).
5%-20% initial stake, with 50%-90% of this redeemable. |
Gross revenues (generally 2%-8%). | 2x-5x return cap + path to uncapped equity returns. | Capacity Capital, Greater Colorado Venture Fund, Indie.VC, Reformation Partners, UP Fund, Versatile VC. |
| Flexible VC: Compensation-based | Yes, via conversion rights at a valuation cap. | “Founder earnings” (Founder salaries + dividends + retained earnings). | 2x-5x return cap + path to uncapped equity returns. | Chisos. |
| Flexible VC: Blended Return | Yes, via conversion rights at a valuation cap. | Profits, founder salaries, and/or dividends declared. | Typically ~3x+ return cap + path to uncapped equity returns. Discretionary dividends and salary share built in. | Collab Capital, Earnest Capital, TinySeed. |
| Revenue-share investing | No. | Gross revenues (generally 2%-8%). | 1.35x-2.2x return cap. | Novel Growth Partners, Lighter Capital, Rev Up, Corl. |
Flexible VC investors offer founders some of the same advantages as equity VCs:
Flexible VCs also offer investors some of the same advantages as RBI:
Flexible VC also offers some unique advantages:
That said, nothing is cost-free. The unique disadvantages of flexible VC include:
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Welcome to 2021, a year that could extend 2020’s startup market disruptions and excesses — or change patterns that previously performed well for early-stage tech companies and their investors.
The Exchange explores startups, markets and money. Read it every morning on Extra Crunch, or get The Exchange newsletter every Saturday.
As we turn the page, I have a number of questions worth raising as we muck into 2021.
Each relates to a 2020 change that is expected to persist, by either the general market or those bullish on startups. I want to know what would need to change to shake up what became the new normal last year. After all, it’s precisely when it feels like nothing could shake up a downturn (or a boom) that things often do.
Today, let’s discuss seed deals, venture investing cadence, the resulting valuation pressures from rapid-fire bets, current IPO expectations and what happens to software sales when remote work begins to fade.
As 2020 came to a close, Natasha Mascarenhas and I reported on seed investing’s strong year and its especially strong second half. How long can that pace keep up?
Nearly all our questions today deal with the endurance of certain conditions, namely: how long the market can keep parts of startup land red-hot.
When it comes to seed deal-making, Q1 and Q2 2020 saw similar levels of investment in the United States. But Q3 proved explosive, with money invested into domestic seed deals rising from around $1.5 to $1.6 billion during the first two quarters to $2.2 billion in the July-September period.
Q4 numbers are yet to fully come in, but it’s clear that private investors were incredibly bullish on early-stage startups in the second half of 2020. How long can that keep up? I think the answer is for a while yet, as investors have shown scant enthusiasm for slowing down their dealmaking cadence.
While cadence remains hot generally, seed deals should stay heated as the number of investors who are willing to invest early has increased.
Which brings us to our second question:
A theme that cropped up in the second half of 2020 was the pace at which investors were conducting venture capital deals. This was for a few reasons. To start, venture capitalists have raised larger funds in recent years, meaning that they need larger returns to make the math work out. This led to many investors putting money to work in younger and younger companies, hoping to get in early on a big win. That setup led to more deal competition and faster deal-making.
How? Two things. Investors who were already on a startup’s cap table — already part-owners, in other words — led preemptive rounds, in part to get ahead of other investors who might want to poach the succeeding deal. Other investors, knowing this, seemed to do the same math and move even faster, and earlier, to get around the defense.
So how long can the trend keep up? Given that many big VC firms raised in 2020, many startups picked up some tailwinds from the COVID-19 economy and exits have been strong, forever? Until something stops things? Think of it as Newton’s First Law of startup investing.
What could be the sudden impact to shake up the current set of conditions boosting the pace at which seed and later deals occur? An asteroid strike is probably too extreme, but inertia is one hell of a drug and markets love to stay happy.
Moving along, all the competition to get money to work in hot startups now has had another effect than the mere speed of deal-making; it has also pushed prices higher.
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The busy year in M&A continued this weekend when private equity firm Thoma Bravo announced it was acquiring RealPage for $10.2 billion.
In RealPage, Thoma Bravo is getting a full-service property management platform with services like renter portals, site management, expense management and financial analysis for building and property owners. Orlando Bravo, founder and a managing partner of Thoma Bravo, sees a company that they can work with and build on its previous track record.
“RealPage’s industry leading platform is critical to the real estate ecosystem and has tremendous potential going forward,” Bravo said in a statement.
As for RealPage, company CEO Steve Winn, who will remain with the company, sees the deal as a big win for stock holders, while giving them the ability to keep investing in the product. “This will enhance our ability to focus on executing our long-term strategy and delivering even better products and services to our clients and partners,” Winn said in a statement.
RealPage, which was founded in 1998 and went public in 2010, is a typical kind of mature platform that a private equity firm like Thoma Bravo is attracted to. It has a strong customer base with more than 12,000 customers, and respectable revenue, growing at a modest pace. In its most recent earnings statement, the company announced $298.1 million in revenue, up 17% year over year. That puts it on a run rate of more than $1 billion.
Under the terms of the deal, Thoma Bravo will pay RealPage stockholders $88.75 in cash per share. That is a premium of more 30% over the $67.83 closing price on December 18th. The transaction is subject to standard regulatory review, and the RealPage board will have a 45-day “go shop” window to see if it can find a better price. Given the premium pricing on this deal, that isn’t likely, but it will have the opportunity to try.
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While 2020 won’t be remembered fondly by many of us for much of anything, it was a blockbuster year for enterprise M&A with the top 10 deals totaling an astounding $165.2 billion.
This is the third straight year I’ve done this compilation. Last year the number was $40 billion. The year prior it was $87 billion. Those numbers pale in comparison to 2020’s result.
Last year’s biggest deal — Salesforce buying Tableau for $15.7 billion — would have only been good for fifth place on this year’s list. And last year’s fourth largest deal, where VMware bought Pivotal for $2.7 billion, wouldn’t have even made this year’s list at all.
The 2020 number was lifted by four chip company deals totaling $106 billion alone. Consider that the largest of these deals at $40 billion matched last year’s entire list. But let’s not forget the software company acquisitions, which accounted for the remainder, three of which were via private equity deals.
It’s worth noting that the $165.2 billion figure doesn’t include the Oracle-TikTok debacle, which remains for now in regulatory limbo and may never emerge from it. Nor does it include two purely fintech deals — Morgan Stanley acquiring E-Trade for $13 billion or Intuit snagging Credit Karma for $7.1 billion — but we did include the $5.3 billion Visa-Plaid deal because as it involved an enterprise-y API company we felt like it fit our criteria.
Keep in mind as you go through this year’s list that it appears to be an outlier year in terms of total deal flow. Most years have maybe one or two megadeals, which I would define as over $10 billion. There were six this year. And there were a host of unlisted deals worth between $1 billion and $3.2 billion, several of which would have made it to the list in quieter years.
Without further adieu, here is this year’s Top 10 deals in M&A organized from smallest to largest:
This deal happened just this week as we were writing the story, vaulting into 10th place past the $3.2 billion Twilio-Segment deal. Vista has been active as always and it has added Pluralsight, an online education platform for IT pros with plans to take it private again. At a time when more people are online, this deal seems like a wise move.
This was one of those under-the-radar private equity deals, but one with a bushel of money changing hands. Epicor, hardly a household name, is a mature ERP company dating back to the early 1970s. The company has been on a rocky financial road for much of the 21st century. This could be one of those deals where KKR sees a way to squeeze life from maintenance contracts. Otherwise this one is hard to figure.
In yet another private equity deal, Insight acquired Veeam, a cloud data backup and recovery startup based in Switzerland for $5 billion. This one was one of the earliest deals of 2020 and set the tone for the year. The firm had previously invested $500 million into Veeam and apparently liked what it saw and bought the company. Unlike the Epicor deal, Insight probably plans to invest in the company with an end goal of going public or flipping it for a profit at some point.
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In 20 years of working for startups, I’ve never seen as many plot twists and turns as I have in the last several months. Times are tough.
But, from the perspective of raising capital, 2020 has not been an awful time to be a startup founder. The world has changed, but the fundamentals of raising capital are the same. In the first half of the year, VCs invested $129 billion, and Q3 is up 9% year-over-year, reports Crunchbase.
After the screeching halt to business in April subsided, founders and investors, people who are generally comfortable with uncertainty, got back to work raising and investing.
Choosing the right VC is one of the most important decisions startup founders will make. In good times, the choice can make or break a startup. When times are bad, it’s even more likely that the wrong VC partner could be the catalyst that starts a downward spiral. With many funds still looking to make investments before the end of the year and startups jockeying for cash, founders need to know how to find the right investor.
With many funds still looking to make investments before the end of the year and startups jockeying for cash, founders need to know how to find the right investor.
It’s not about simply choosing an investor — you are hiring your next boss. The investor should be someone you feel comfortable working with and working for.
You don’t want an investor who is checked out, but too much focus isn’t good, either. And, you don’t want an investor who is completely agreeable since your best outcome will be driven by a constructively demanding advisor.
My company, Quiq, had several term sheets when the dust settled on our Series B pitch meetings. Since the financial terms were similar, selecting an investor was made on a more subjective basis and boiled down to two fundamental questions:
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On Monday, Pluralsight, a Utah-based startup that sells software development courses to enterprises, announced that it has been acquired by Vista for $3.5 billion.
The deal, yet to close, is one of the largest enterprise buys of the year: Vista is getting an online training company that helps retrain techies with in-demand skills through online courses in the midst of a booming edtech market. Additionally, the sector is losing one of its few publicly traded companies just two years after it debuted on the stock market.
The Pluralsight acquisition is largely a positive signal that shows the strength of edtech’s capital options as the pandemic continues.
Investors and founders told Techcrunch that the Pluralsight acquisition is largely a positive signal that shows the strength of edtech’s capital options as the pandemic continues.
“What’s happening in edtech is that capital markets are liquidating,” said Deborah Quazzo, managing partner of GSV Advisors.
Quazzo, a seed investor in Pluralsight, said the ability to move fluidly between privately held and publicly held companies is a characteristic of tech sectors with deep capital markets, which is different from edtech’s “old days, where the options to exit were very narrow.”
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The hectic M&A cycle we have seen throughout 2020 continued this weekend when Vista Equity Partners announced it was acquiring Pluralsight for $3.5 billion.
That comes out to $20.26 per share. The company stock closed on Friday at $18.50 per share on a market cap of over $2.7 billion.
With Pluralsight, Vista gets an online training company that helps educate IT professionals, including developers, operations, data and security, with a suite of online courses. As the pandemic has taken hold, it has breathed new life into edtech, but even before that, there was a market for upskilling IT Pros online.
This trend certainly didn’t escape Monti Saroya, co-head of the Vista Flagship Fund and senior managing director at Vista. “We have seen firsthand that the demand for skilled software engineers continues to outstrip supply, and we expect this trend to persist as we move into a hybrid online-offline world across all industries and interactions, with business leaders recognizing that technological innovation is critical to business success,” he said in a statement.
As is typical for acquired companies, Pluralsight CEO Aaron Skonnard sees this as a way to grow the company more quickly. “The global Vista ecosystem of leading enterprise software companies provides significant resources and institutional knowledge that will open doors and help fuel our growth. We’re thrilled that we will be able to leverage Vista’s expertise to further strengthen our market leading position,” Skonnard said in a statement.
In a 2017 interview with TechCrunch’s Sarah Buhr, Skonnard described the company as an enterprise SaaS learning platform. It goes beyond simply offering the courses by giving professionals in a given category such as developer or IT operations the ability to measure their skills and abilities against other pros in that category. He saw this assessment capability as a big differentiator.
“Our platform is ultimately focused on closing the technology skills gap throughout the world,” Skonnard told Buhr.
Pluralsight, which was founded in 2004, raised more than $190 million before going public in 2018. The company has 1,700 employees and more than 17,000 customers. The acquisition is subject to standard regulatory oversight, but is expected to close in the first half of next year. Once that happens, the company will go private once again.
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At the end of 2019, no one would have predicted what an unpredictable and difficult year it has been for both startups and VCs in the fundraising world. Now we are staring down the end of 2020 and looking toward what we all hope is a better, safer 2021. What will this new year bring? With an end-of-year sprint to close deals, the anticipation of a new presidential administration and the hope of a COVID-19 vaccine on the horizon, startups and VCs know that change is on the horizon — but how much of that change will be positive?
As 2020 proved, no one can say for sure what 2021 will bring, but I’d like to put a few predictions on the table based on DocSend’s data and research, including the DocSend Startup Index, as well as some trends I’ve seen and my own experiences. These predictions center around how we’ll fundraise post-pandemic, how the funding divide may widen for some, what fundraising activity could look like into 2021, a few sectors we think will fare well and will incorporate some tips on how to succeed in the new year, no matter what comes our way.
The pandemic forced all of us to drastically change how we work and interact with colleagues and clients. When the pandemic subsides and vaccines are widely available, in-person meetings and gathering back at the office will definitely resume, but it’s safe to say the old ways of networking and fundraising won’t shift back 100%. Founders and VCs alike have navigated the ups and downs of remote networking and fundraising interactions and will stick to what works and what doesn’t.
Is traveling to a conference the best way for a founder to have a chance at meeting the VC who is right to support their business? Will a VC want to drive an hour through Bay Area traffic for an in-person status update meeting on their latest investment? Zoom fatigue aside, video conference calls do have some benefits — efficiency, no travel time — although not all meetings are best conducted virtually.
No matter what 2021 has in store, founders can still take proactive steps to help them succeed in their fundraising efforts.
The extent to which businesses go in-person or stick to virtual meetings could depend directly on what round of fundraising they are working toward or have completed. Businesses in the pre-seed round might stick with more Zoom meetings in order to conserve resources.
Founders in the seed round will likely split between video and in-person meetings as they are under pressure to show traction in this round, as we found in our report on seed fundraising, yet will also need to conserve resources and time. For Series A, they might have to meet less in person because they have established relationships with their investors. Series B might see more in-person meetings as their business has reached a level of complexity that is difficult to communicate via a deck or video conference.
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TC Sessions: Space 2020, our first conference dedicated to galactic endeavors, launches in just one week (December 16-17). We can’t wait to host out-of-this-world experts, innovative agencies and the bold, boundary-breaking startups focused on building a future in space.
If you have not yet secured your seat on the space-race express, do so now while late-registration prices remain in play — prices go up December 15. You’ll also find discounts for groups, students and active military/government employees.
Ready to place your early-stage startup in orbit with industry movers and shakers — and pitch your startup to attendees during the event? Buy a Space Startup Exhibitor Pass. We even offer a super budget-friendly, expo-only pass for $25 (Note: This does not include networking, access to the main-stage programming or the free Extra Crunch membership).
Pro Tip: Not all virtual conferences are created equal. Michael McCarthy, the CEO of Repositax, found unexpected benefits:
The online experience was far more efficient than I anticipated, and the video on demand was a huge benefit. I could attend without disrupting my customer work by moving between the main stage and breakout presentations knowing I could catch anything I missed later.
The two-day event agenda practically vibrates with opportunity. Let’s look at just a few of the many sessions waiting for you:
This may be our first foray into space technology, but we’ve hosted many TC Sessions. Here’s what Karin Maake, senior director of communications at FlashParking, told us about her experience:
TC Sessions isn’t just an educational opportunity, it’s a real networking opportunity. Everyone was passionate and open to creating pilot programs or other partnerships. That was the most exciting part. And now — thanks to a conference connection — we’re talking with Goodyear’s Innovation Lab.
TC Sessions: Space 2020 runs from December 16-17. You have just one week left to buy your pass, join your global community of bold boundary breakers and move your space-based business forward.
Is your company interested in sponsoring TC Sessions: Space 2020? Click here to talk with us about available opportunities.
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