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Opaque Financial Contracting and Toxic Term Sheets in Venture Capital by Keith C

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Opaque Financial Contracting and Toxic Term Sheets in Venture Capital by Keith C Opaque Financial Contracting and Toxic Term Sheets in Venture Capital by Keith C. Brown and Kenneth W. Wiles, University of Texas, McCombs School of Business* n May 29, 2015, The Wall Street Journal reported recruiting benefits the moniker is perceived to bestow—that that “the demand to own private shares in Snap- companies appear to be pursuing it as a goal in itself. In fact, O chat, Inc. has become so fierce that its newest we showed that more than one-quarter (38 out of 142) of the investors (including Alibaba Group Holdings) unicorn firms in our sample were valued at exactly $1 billion, are willing to receive second-rate stock in exchange for their suggesting valuation outcomes that were likely manufactured money.”1 The security position was considered second-rate to clear that specific hurdle. because it came in the form of common equity rather than In our analysis, we sounded a cautionary note with respect preferred stock, which provides investors with stronger rights to this aspect of the rapidly evolving PIPO funding process. than those afforded common shareholders. The funding round In particular, we suggested that in their quest to reach unicorn was raised at a post-money valuation (that is, the pre-funding status, managers at some companies may have the incentive value of the firm plus the newly invested capital) of $16 billion, (or otherwise feel pressured) to manipulate the market valua- which represented a 60% increase from the company’s prior tion by acquiescing to complicated and onerous financing round, which was also raised through the issuance of common conditions that enable them to attract a sufficient amount of stock. By September 2015, however, capital market conditions new capital. These complex contracting terms, which include had worsened, forcing Fidelity Investments, another common such devices as ratchet agreements and preference payments, stockholder of Snapchat shares, to write down its investment are invariably imposed as a way to eliminate most or all of the by 25% amid concerns about the inflated valuations of private new investor’s downside exposure to subsequent market price companies.2 By contrast, earlier-stage providers of financial movements. However, this protection provided to new investors capital, such as Benchmark and Institutional Venture Part- can come at the expense of materially negative effects that get ners, had invested in preferred stock, which was specifically shifted to other stakeholders—existing investors, entrepreneurs, designed to protect them against adverse market events. and employees—who may not even know the terms exist or In a recent article in this journal, we documented the fully understand the impact of the stipulations on any benefits dramatic increase in private IPO transactions (PIPOs) and the they may receive in the event that the company eventually “unicorns”—privately held companies with market valuations becomes successful. In addition, in exchange for receiving terms of $1.0 billion or more—that such transactions have helped that eliminate much of their downside risk, the participants in to create.3 As we discussed, a primary benefit of PIPOs is this new funding round may be willing to accept higher valua- that they allow companies to remain private longer, which tions than would be justified by the fundamental economic may permit them to avoid the organizational and governance activity of the firm. Indeed, Bill Gurley, Managing Partner at problems that are said to be endemic to publicly traded compa- Benchmark, offered a blunt assessment of this current state of nies. But by keeping companies private longer, these PIPO affairs, stating that “all these private valuations are fake.”4 transactions may also have the potential to reduce the value Of course, inflated valuations in the present increase the risk of these private companies by shielding them from the disci- that future capital-raising efforts will be transacted at valuation plining oversight imposed by a broader base of institutional levels that are lower than those obtained in previous funding and individual investors, financial analysts, and govern- rounds. And such “down rounds” can have negative conse- ment agencies. In addition, achieving unicorn status is now quences that go well beyond the immediate perception that the considered to be such an important event for many market present worth of the company has declined. For example, the participants—if only for the public relations, marketing, and execution of a down round can trigger anti-dilution provisions * We are grateful for the comments and contributions of Bill Gurley (Benchmark) and 3. Keith C. Brown and Kenneth W. Wiles, 2015, “In Search of Unicorns: Private IPOs Jordan Thomas (Croft & Bender) in the development of this study. The authors remain and the Changing Markets for Private Equity Investments and Corporate Control,” Jour- solely responsible for any errors or omissions in the analysis. nal of Applied Corporate Finance 27, no. 3, 34-48. 1. Douglas Macmillan, 2015, “Snapchat Raises Another $500 Million from Inves- 4. See Rolfe Winkler, 2015, “Bill Gurley: ‘All These Private Valuations are Fake,’” tors,” The Wall Street Journal, May 29. Money Watch, October 20. 2. Douglas MacMillan and Kirsten Grind, 2015, “Fidelity Marks Down Value of Snap- chat Stake by 25%,” The Wall Street Journal, November 10. 72 Journal of Applied Corporate Finance • Volume 28 Number 1 Winter 2016 for some investors that can materially reduce the equity stakes stage financial contracting arrangements commonly employed of the other investors, or of the management or employees of in the VC industry, we turn our attention to an extended the firm who do not have such protections.5 This possibility can numerical analysis in which we describe some representative be especially demoralizing for employees, who are unlikely to components of a transaction term sheet in order to analyze know or understand the deal terms upon which their company’s how those terms limit or increase investor risk, and affect the private investments were made in the first place. incentives of management and investors by determining the Complex and non-transparent financing terms for privately payouts provided to entrepreneurs, managers, and the employ- held companies can lead not only to inflated valuations but ees of the firm. As we argue in these pages, such division of to complications of a firm’s efforts to raise additional capital, risks and rewards, and their effects on incentives, can end up simply by creating more complex capitalization tables that having material impacts on the ultimate success or failure of the can discourage future investors. Further, potential investors in company. More specifically, we show how, when, and where subsequent funding rounds will almost certainly pressure the contracting provisions in these transactions can become confus- firm to offer them similar or even more favorable terms than ing and dilutive, especially to a company’s entrepreneurs and those provided earlier investors, to the extent that they under- early-stage investors.7 stand what those agreements entailed in the first place. Beyond that, potential future investors may also attempt to require that Opaque Contracting and Toxic Terms: prior investors relinquish any beneficial stipulations they had A Cautionary Case Study negotiated in their funding rounds as a prerequisite for commit- TheFinancial Times recently noted that the financial services ting new capital. firm Square, Inc. (“Square”) was preparing to launch an But as already noted, the use of such investment round- initial public offering (IPO) for its common stock at a valua- specific contracting terms—and the capital structure complexity tion of about $6 billion. While this might ordinarily seem like they bring with them—may be the most cost-effective way for good news, the problem the firm faced was that its last private the firm to raise not just the next round of capital, but the round of financing in October 2014—its Series E round— entire series of offerings (at least as anticipated at that point in was done at a valuation of approximately $9 billion, making time). For as long as the value of the new venture continues to its IPO value about one-third less than that implied by the increase (or does not fall significantly), the downside protec- Series E funding.8 The article also reported that employees tions will have limited negative economic impact while helping were issued stock options in September 2015 with an exer- the company to raise capital by addressing prospective inves- cise price of $15.39 per share, but that by November 2015 the tors’ uncertainty about the risk of the enterprise.6 But this also options were already out of the money given the current antic- means that a thorough understanding of the set of conditions ipated share price of $12.00, which was the mid-point of its and tradeoffs that become increasingly complex with each new estimated IPO pricing range of $11.00-$13.00. round in a sequential funding scheme is essential for stakehold- Complicating the situation further, Square’s S-1 registra- ers in the firm to arrive at an optimal contracting solution. And, tion statement with the Securities and Exchange Commission as we will see, this is often very difficult to accomplish. revealed that investors in the most recent private funding Our goal in this study is to examine the economic conse- round had negotiated a form of price protection known as quences that result from the contracting terms commonly a ratchet, which adjusts the conversion ratio from preferred negotiated in venture capital (“VC”) deals, as reflected in term stock to common stock and provides additional shares to the sheets arranged between prospective investors and the compa- investor if certain pricing benchmarks in the IPO are not ny’s board of directors, management, and prior investors.
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