"For years, venture-capital investors lavished company founders with money and power as startups soared in value. Now, investments are coming with strings attached.
The broad rout in technology stocks has caused venture capitalists to pull back on their spending of recent years. In the new environment, some investment firms have been able to add stringent conditions to funding rounds.
Such terms were rare for startups for much of tech's decadelong bull run as low interest rates created an easy money-raising environment for founders and investors who flooded the private market in search of returns. Some money managers have begun to raise new funds targeting what are known as structured deals in recent months, a sign that there is more to come.
Tonal Systems Inc., a developer of fitness devices, this year reached a funding deal that allows investors to make two times their investment before other shareholders in the event of a sale or bankruptcy, according to a corporate filing in Delaware. The company declined to comment.
Investors are also making funding conditional on the future performance of companies. In July, investors negotiated a deal to invest in Israeli artificial-intelligence software startup Ayyeka Inc. that gave them a right to lower the price of their shares if the company missed certain financial metrics over time.
The structured deals differ from standard funding rounds, where investors purchase startup shares without clauses that guarantee returns or hinge the investments on financial performance. An Ayyeka spokeswoman said the company suggested the deal's structure to investors and remains extremely confident it would hit its metrics.
Investors say the increasing prevalence of structured deals shows how the power in Silicon Valley has shifted back to them after a record amount of capital flowed into the startup ecosystem over the past decade.
The pandemic supercharged the investment frenzy as interest rates fell, creating a freewheeling fundraising environment where popular founders negotiated funding deals that limited external oversight of their companies, say venture capitalists.
Investors say the most prized startups will still have access to funding with no strings attached, thanks in part to the record amount of capital that has been raised for venture investments.
But some companies with shakier financials that raised at high valuations last year are already struggling to find interested backers, forcing them to offer painful concessions in exchange for new funding, investors say.
The fundraising market for traditional public listings, another source of capital for mature startups, is on track for its worst year since 2009, according to Dealogic.
Matt Murphy, a partner at venture-capital firm Menlo Ventures, said last year his portfolio startups usually turned down investors offering structured deals because of the flush amounts of available capital elsewhere. Now some founders might have no choice but to accept the harsher terms, he said.
"Terms and structure are going to be much more common over the next 12 to 24 months because companies are going to struggle to raise," he said.
The structured deals could help some startups avoid raising new capital at a lower share price, which is often a blow to company morale and a negative signal to future investors, according to venture capitalists.
Fintech startup Klarna Bank AB raised new funding last month at a valuation of $6.7 billion, an 85% discount from its prior funding round. That might be the beginning of a trend of lowering valuations over the next few months, investors say, given that many startups that raised ample amounts of cash in the past year might have fundraising needs down the road in a much different environment.
In a sign of the changing times, investment firms that helped pump up valuations during the pandemic bull market are raising funds dedicated to structured equity deals that guarantee a return for investors.
Coatue Management LLC, one of the most active startup investors last year, is raising a $2 billion fund to invest in structured equity rounds for both public and private companies, according to a May investor presentation viewed by The Wall Street Journal and a person familiar with the matter. At the time, the firm had already raised $1.2 billion in capital for the fund.
In the presentation, the firm listed the scarcity of available capital through private rounds and traditional public listings as one reason why startups might want structured capital. It also said structured rounds historically outperformed standard funding rounds during market crises.
Viking Global Investors LP, which operates private-equity funds that invest in startups, is also looking to raise at least $1 billion for a structured equity fund, according to a person familiar with the matter. Bloomberg News earlier reported the new Coatue and Viking funds.
"Investors are thinking more about downside protection," said Rick Heitzmann, a partner at VC firm FirstMark Capital, referring to clauses that try to guarantee money managers a profitable return even if their bets go sour.
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Startups Turn
To Debt Markets
Startups are beginning to raise more debt as opposed to selling shares at lower prices.
Venture-backed startups in the U.S. raised almost $15.9 billion in debt in the first seven months of this year, up from around $13.3 billion in the same period of 2021, according to Crunchbase Inc. data.
The increase came as global venture funding declined 18% over the same period, the data show.
Matt Murphy, a partner at venture-capital firm Menlo Ventures, said debt funds struggled to compete against other types of funding last year, though they are already coming back into fashion with startups as a way to raise money.
Even companies that were able to raise money at higher valuations during this year's tech rout are trying different fundraising strategies. Human-resources management startup Personio GmbH raised some convertible debt in June where the investors' loan would turn into shares at a discount to a public listing price, according to people familiar with the matter. Personio also sold equity at an $8.5 billion valuation for the round, up from its last valuation of $6.3 billion.
As a part of the deal, the investors negotiated the right to receive interest that could also be converted into discounted shares, known as a payment-in-kind loan, in part to give investors protection against the crashing market, the people said." [1]
1. Venture Investors Regain Upper Hand on Startups
Berber, Jin.
Wall Street Journal, Eastern edition; New York, N.Y. [New York, N.Y]. 10 Aug 2022: B.1.