Tuesday, February 17, 2015

How do you finance a Friends and Family round

I am looking at various resources for startups.  Our product will be consumer facing and we'll need to raise money at various stages.  Currently, we are putting together our Friends and Family round.  Typically, this round uses a convertible note where the investors lend you the money to start the business and then that loan gets converted to stock at the Series A valuation.  We are using a similar instrument called a "SAFE" created by Y Combinator.  Same notion, but it is not a loan.  There are some important terms in the SAFE; the premium and the cap.  Both are optional, but seem to be common.  At least in my conversations.

First, you may specify a premium that the investors gets, over and above their investment.  So, if an investor gives you $100k and the premium is 20%, when the shares get issued, they get $120k.  In effect, the risk premium for the investor is 20%, plus they get the upside of any future valuation.

Second, you can set a "Cap."  The cap acts as a maximum valuation for the investors.  Say the cap is $5MM and the investor puts in $100k.  If the valuation at the Series A round is $2.5MM, the cap does not apply.  Note that I did not put a premium on the investment.  Hold that thought.  Now, if the Series A round had a $10MM valuation, the cap applies.  Without a cap, the investor would get 1% of the stock (100k/10MM=.01).With a cap, the maximum the denominator can be is $5MM.  So, in the example, the investor would get 2% of the stock (100k/5MM=.02) regardless of the valuation.

Typically, the SAFE has both a premium and a cap, but the investor gets one of the other.  If the series A valuation hits the cap, then the investor does not get the premium.  Of course, if the cap is not reached, then the premium applies and the cap is not used.

Some investors don't like the SAFE; they have no claims on the assets of the company if management needs to close the company down.  A convertible note has a little more protection.  But in the early rounds, the investors I have spoken with are not worried about a wind down.  They are making a bet and assume that if we need to liquidate, we will do right by them.  And they are right.

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