Posted in Technology NewsShaun Abrahamson Contributor Shaun Abrahamson is a managing companion at City Us Ventures and serves on the Funding Committee at URBAN-X. Extra posts by this contributor With new tech coming on-line, cities want a division of city testing How ought to startups work with metropolis governments? Portfolio co-founder: Our different traders need to take part however our lead needs to take a lot of the spherical. Me: OK Portfolio co-founder: So meaning pro-rata goes to be robust. Me: Let’s see what everybody says. A number of days later. Portfolio co-founder: The mathematics labored out. Some individuals didn’t do their pro-rata and others did extra. Me: In concept, 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's restricted capability for each new traders and current investor pro-rata. For essentially the most half, there's alleged to be one core investor technique; the maintainers, who use reserves after which alternative funds or SPVs to keep away from or reduce dilution. Typically there are additionally accumulators, who use a number of rounds to increase their possession, however that is extra frequent 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 among the greatest VCs. USV shared an excellent instance together with fund allocation assumptions. Accumulators are just a little extra stunning to fulfill, however Greenspring, which is uniquely positioned to look at quite a lot of early-stage managers, trace that one in every of their high performing managers makes use of the accumulator technique to get to greater than 20 %, totally diluted at exit. That’s not the entire story although, as a result of, not like USV, the technique additionally includes some extra vital assumptions, most notably investing in less-competitive geographies. We’ve seen different allocation methods, however we don’t see lots written about them. For instance, some traders are typically among the many first checks and, going via 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 excellent instance of how one in every of in the present day’s perfect seed-stage traders, Founder Collective, thinks about this: We dilute alongside our founders over time. So we have now the identical incentives as our founders to extend the worth of the corporate in future financings. It’s simple to dismiss this as founder-friendly on the expense of LPs, however I think Founder Collective’s LPs don’t see it that manner in any respect. It’s laborious to know the way typically this positioning results in a better win price on aggressive offers, however let’s assume there's little distinction. Does the maths work? Let’s assume a VC is shopping for 20 % of the corporate after which driving the dilution practice right down to a completely diluted 5.2 % on exit at Sequence F (due to Fred Wilson once more; on this instance, we’re utilizing one in every of his latest frameworks with these actual numbers). For a $50 million fund, this works simply high-quality. Curiously, it seems to be much like the end result for a $100 million fund with reserves, however the later assumes that they will at all times safe pro-rata and so they could make use of alternative funds to get a bit extra upside. We’ve mentioned this lots as we deployed our final fund. The overwhelming majority of individuals insisted we wanted $1 for each $1 invested, however we discovered that, due to our fund measurement, 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 latest deck shared by Mark Suster at Upfront, and highlighted within the slide proven under. It looks as if 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 acquired 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, typically, however not at all times a brand new sequence of “pre-seed, seed and seed+.” Sequence A investments are completely totally different in the present day than they have been 10 years in the past. However the Sequence A spherical is far more aggressive as a result of quite a lot of new cash has proven as much as play right here and this makes accumulation and preserve fashions a lot tougher, particularly for seed and Sequence A stage-focused funds. Who're these new gamers including to the competitors? Some are new VC funds, however quite a lot 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's 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. Curiously, to discover a good instance of this, you most likely don’t should look additional than Lyft’s S-1, the place GM and Rakuten be 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 change into extra frequent. Like Lyft’s staff, founders perceive tech and worth sector-specific company traders 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 massive tech counterparts, incumbents in sectors from transportation and actual property to power and infrastructure all understand that the startup ecosystem is now an extension of their product growth course of — VC and M&A are actually an extension of R&D. It’s not simply that there's more cash competing for Sequence A or B offers now. That cash has totally different targets past pure monetary returns and the worth add is totally different from VCs. CVCs typically deliver distribution, ecosystem and area experience. So the top result's extra aggressive A or B rounds and extra complicated pro-rata discussions. Strategic pro-rata shuffle Founders are nonetheless attempting 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 current traders whereas making room for rising curiosity from strategic traders. For City Us, we’ve embraced these new spherical dynamics — they could make growth-stage allocations a bit extra difficult, however strategic traders can ship quite a lot of worth. One clear end result — it’s generally higher for us to not take our pro-rata at collection A. Excessive conviction earlier than Sequence A We have a tendency to think about excessive conviction as a Sequence A concept — i.e. Sequence A traders who accumulate, preserve or use alternative funds. However the identical idea is now at work within the tall a part of the funnel — the 2 or three levels earlier than Sequence 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” offered signaling danger, accelerators have discovered artistic methods to sidestep the difficulty — for instance, becoming a member of rounds provided that there's one other lead. So this implies they will focus holdings earlier than Sequence A. We now have our personal accelerator, URBAN-X, as a result of we’re greatest positioned to assist tackle some distinctive challenges for the urbantech firms we’re trying 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 Sequence A so we will nonetheless obtain our totally diluted possession targets on behalf of our LPs. As we glance over situations associated to after we first make investments or after we assume it will likely be laborious to get pro-rata, we will discover a number of totally 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 various totally different paths to possession, particularly in a world with two or three rounds taking place earlier than Sequence A. We’ve run a number of simulations to grasp the affect of various follow-on methods. To discover totally 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 Sequence 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 traders spend money on syndicates, so that they don’t purchase 20 % except they’re on the big finish of fund sizes – i.e. $100 million+. We explored what occurs when seed traders 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 measurement 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 ultimately 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 just make laborious selections about the place to allocate time — which frequently appears tougher than allocating cash. As much as about $50 million there are a number of doable 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 may have a smaller share, however the pie shall be larger. Principally 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 end result. And this can be much more essential in the present day to make room for extra strategic VCs to affix conventional VCs. At City Us our funding mannequin is concentrated on getting totally diluted possession earlier than Sequence 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 usher in nice new traders to assist them via their subsequent progress stage, no matter their allocation technique.