On the record — Laconia

Things That Don't Make Sense About Venture

A few months ago, Leah Fessler published an excellent blog on things that don’t make sense about venture capital. It inspired me to finally jot down some of my own thoughts on a few of the absurdities of this asset class that I’ve been grappling with for years. Frankly, I have a very long list, starting with the structural barriers to venture investing.

Let’s start with the VC GP perspective. If you are a new GP trying to raise a modest $20 million fund for seed/pre-seed investments, especially for a first-time fund, you will most likely find that the conventional paths to raising such a fund are not as straightforward as they appear. Assuming you do not have an anchor LP who’s open to committing a meaningful chunk of the capital for the fund, you will likely try to raise from either institutions or high net worth individuals.

So you start with institutions. You quickly find out that the majority of institutional LPs (pensions, endowments, foundations, large fund-of-funds, etc.) write minimum checks of $5M - $50M and typically have concentration criteria that preclude them from funding more than 10% of the total fund size. Womp womp. Non-starter for your $20M fund.

Next up: high net worth individuals. You might think, alright, $20 million is a speck of dust within the broader asset management industry, surely I can convince 200-300 people to write checks of $50,000 - $100,000! 

Sadly, out of luck again. The driving constraints have way too many caveats and nuances to fit into this blog (I recommend Chris Harvey’s explanation here if you really want to nerd out), but the bottom line is, you most likely won’t be able to accept investments from more than 99 LPs per fund as per regulatory limitations without some major structural gymnastics. 

So … you can’t access the trillions of dollars of institutional capital that are allegedly being invested into venture, and you can’t raise from the long tail of high-earning/“rich but not THAT rich” investors. You somehow need to raise $20 million with checks averaging $200,000. For reference, anyone rationally writing a $200,000 check into a single venture fund likely has a net worth of over $10 million. And you need to close 99 of these? 😳 

Next time you hear someone bemoaning the lack of diversity in venture and startups, think about these realities:

  • At risk of stating the obvious, the barrier to entry for new GPs, especially those without prior “top tier venture” experience, is nearly insurmountable and heavily skewed toward those who are already wealthy or have close personal proximity to wealth.

  • The barrier to entry for LPs who are interested in writing checks into venture funds is similarly high. Even people who are willing to make six-figure investments into risky, highly illiquid assets in order to fund innovation are likely to learn that their money is not good here. This barrier not only limits wealth creation but also sustains the homogeneity of decision-makers and influencers within the venture ecosystem, starting at the top of the capital stack.

  • Before we break out the world’s tiniest violin for all the aggrieved VC GPs and LPs, let’s talk about the biggest loss incurred: the perpetual dearth of capital dedicated to pre-seed/seed-stage companies. Over time, the few funds that manage to get off the ground & see early signs of success with a micro fund focused on seed investing almost invariably expand into significantly larger fund sizes (and, all too often, larger investment round sizes) in order to access & deploy an institutional capital base. And the earliest stage founders seeking a few hundred grand to a few million dollars? They remain chronically underserved.

Given these realities, here are the things that still don’t make sense to me: Why are most institutions unwilling to allocate meaningful amounts of capital into the segment with the highest potential return within the venture asset class? And perhaps more importantly, why does one of the riskiest asset classes (early stage venture capital) largely contort itself to the constraints & incentives of more inherently -- and rightfully so -- risk-averse capital allocators (large institutions, family offices & ultra-high net worth individuals, who are largely optimizing for wealth preservation rather than wealth creation), instead of creating new structures that foster more accessibility and alignment in GP/LP return expectations?

Thankfully, we are seeing more bottoms-up interest and pressure to drive structural changes than ever before. If anything in this post resonates with you and/or you’re interested in collaborating with us on solutions to these systemic absurdities, please reach out directly: @geri_kirilova on Twitter or geri@laconia.vc via email.


TowerIQ Announces Multi-Year Partnership With MJ Insurance To Drive Automation In Risk Management

TowerIQ Inc. announced today that MJ Insurance, one of the largest privately-owned insurance agencies in the US has selected the TowerIQ suite to power its digital transformation. TowerIQ will work closely with MJ’s Risk Management team to drive advancements in standardization, automation, and API’s across their entire book of business, with the objective to increase efficiency and focus on customer services.

Read full article here

Ocrolus Recognized As A Top Mortgage Tech Company In Housing Wire’s 2021 Tech100 List

The HW Tech100 identifies and recognizes the most innovative technology companies serving the mortgage and real estate industries.

The 2021 Tech100 Mortgage winners are revolutionizing the mortgage process – from origination to closing, and servicing to secondary markets. Most importantly – they are helping mortgage lenders and services deliver outsized growth driven by innovation and impact.

Read full article here

Decoding Accelerators

Over the last several years, startup accelerators have become an increasingly popular funding option for entrepreneurs. With more of these programs emerging, it can be overwhelming to determine whether these programs provide enough tangible value to be worth their price.

While there’s certainly no shortage of curated lists and databases of various hybrid mentorship/funding models, it can also be difficult to parse complex structures, hidden costs, and potential traps. In an effort to shed some light on the topic, below are a few quick thoughts to keep in mind when considering accelerators.

Why should you consider an accelerator program? 

There’s 3 main reasons that may lead you to consider an accelerator program:

  1. You need investment and don’t have immediate access to friends/family/angel money

  2. You need startup guidance (basics of startup lingo, fundraising terminology, structures for setting KPIs/OKRs, etc.)

  3. You need to build a network (other founders, angel investors, VCs, customers)

While accelerators aren’t the only way to get #2 and #3, they can provide a meaningful and worthwhile accelerant (as the name would suggest) in these areas. If you need #1, but do not need #2 or #3, you probably don’t need an accelerator. Though raising capital can be daunting, you most likely have a better path to raising the same amount through other means (or, better yet, generating it in revenue).

So what’s the deal with accelerators?

While we can discuss the intangible benefits of joining an accelerator, at the end of the day, committing to a program involves a financial transaction, and you should be sure you fully understand what it is.

What accelerators provide:

  1. Cash investment, generally ranging from $20K to $150K (sometimes)

  2. “In-kind services” such as AWS credits worth a certain $$ amount (usually)

What accelerators receive in return:

  1. A promise of future equity %, often through a SAFE or convertible note structure (usually) 

  2. A fixed $$ fee rather than promised equity % (sometimes)

  3. A portion of the investment amount clawed back as a “program fee” (sometimes)

  4. Corporate innovation access, as some corporate-sponsored programs do not charge fees or take equity (rarely)

These structures are not always immediately obvious. For example, consider the clawback program fee mentioned above. In some cases, accelerators will invest a certain amount (e.g. $150,000) for a promised equity amount (e.g. 5%). On the surface, it appears that the founder is receiving $150,000 at an effective valuation/cap of $3 million. However, if this accelerator then charges the company a $50,000 “program fee”, then the company is really giving up 5% equity for only $100,000, making the effective valuation/cap $2 million. This difference does not necessarily make this a bad deal, but founders should make sure they understand how much cash they will really be getting and how much equity they are giving up.

How do you determine if you are getting a reasonable deal?

As far as the financials are concerned, whether a deal is “good” or not is highly subjective and dependent on the founder’s situation. If you are searching for some sort of benchmark of “in-market” accelerator terms, two of the most mainstream, publicly available structures are those of Y Combinator & Techstars.

Y Combinator Terms

  • An investment of $125K via post-money SAFE note in exchange for 7% equity (preferred shares to be issued at the next qualified financing)

Techstars Terms

  • An investment of $20K for the right to 6% equity (common shares to be issued at the next qualified financing)

  • An optional $100K convertible note at a $3M cap (preferred shares to be issued at the next qualified financing)

Any accelerator asking for more equity than YC or Techstars should raise serious eyebrows. 

There is not much aggregated data on what “no equity” programs charge. Anecdotally, we have seen fees of approximately $2,000 to cover the costs of program operations, specifically virtual programs. If anyone has other information, please let us know. 

Beyond the surface, you should be on the lookout for the following red flags: 

  1. >1x liquidation preferences 

  2. Severe anti-dilution provisions 

  3. Super pro rata rights

  4. Complex structures including warrants

  5. Unclear financial terms, and unclear responses to questions asked 

  6. Application fees (there should be none)

If you encounter any of the above, you should seek advice from trusted founders, investors, and potentially legal counsel before making any commitments. For a quick reference, the resources at the end of this post provide some more detail on warning signs and potential implications. 

When evaluating the advantages and disadvantages of joining an accelerator program, be sure to ask the following questions:

  • Scope: What does the program itself entail? Is it individualized or one-size-fits all? What is the time commitment required? Keep in mind that programming-heavy accelerators can be super distracting, especially for founders who already have a product launched and set goals to achieve (rather than being earlier in the experimentation / early customer discovery journey).

  • Immediate financial cost: As noted above, how much will this actually cost you, in cash, equity, or both?

  • Future cost: What rights are you giving to accelerator investors that might impact future financings?

  • Founder references: What do founders who have gone through the program already have to say about it? Do at least 3 founder references.

As you are evaluating information, if you don’t have a founder/VC friend/startup lawyer to consult, lean on publicly available information (e.g. the YC/Techstars terms and the resources linked below). If you’d like a gut check, you are welcome to book an office hours session with us or reach out directly via email (geri@laconia.vc). Most importantly, remember that if things feel wrong, your instincts are probably right. 

Additional Resources

  1. Common Accelerator Terms You Need To Understand Before Signing (Accelerator Terms Sheet) (AngelPad)

  2. Startup Accelerators: The Legal Terms (Silicon Hills Lawyer)

  3. Startup Accelerator Anti-Dilution Provisions; The Fine Print  (Silicon Hills Lawyer)