VC Fund Raising Manual – 5 Due Diligence

When you have successfully pitched to a VC, the next step is due diligence.

This article is part of a series, you can find the Index of the VC Fund Raising Manual here. Answers.com says that due diligence can be understood to be:

“Generally, due diligence refers to the care a reasonable person should take before entering into an agreement or a transaction with another party.”

For the hackers amongst you, due diligence is similar to code review, but for companies:

code review
code review

Most deals, M&A as well as investment deals, are done on the basis of several different types of due diligence:

– Commercial: looks at business environment of the company

– Financial: is concerned with the financial forecasts of the company

– Technical: looks at the technology of the company

– Accounting: looks at the accounts (or the financial ‘past’ in other words)

– Legal: looks at legal agreements and legal risks

In a VC deal, the investor would usually conduct the due diligence in the order that I have outlined above. When you are entering due diligence, the VC will clarify who will work on the deal. This is usually a partner who is supported by an Associate.

In a first step, the VC will talk to existing or potential customers, as well as industry specialists about your company to confirm that the company has a strong commercial position. In the vast number of circumstances, a VC will not hire an investment bank to help with the financial due diligence, but she will look at the numbers herself. There will be a lot of questions regarding the business model and the financial forecasts that you will have to be able to answer. Depending on the technical background of the VC, she would either conduct technical due diligence herself, or, more frequently, she would ask an expert in the field (e.g. a professor) to take a look. There will be various requests for documentation from the VC and the technical expert throughout the due diligence process.

Once the VC is really happy with the commercial and financial prospects as well as the technical underpinning of the company, the next step is Full Partner Presentation and if that works well, a term sheet.

It is only after you have signed an exclusive term sheet that the VC will start to conduct accounting and legal due diligence. The reason for this is simply that these two steps are very cost intensive. The VC wants to have the knowledge that they are very close to doing a deal before incurring these expenses. Also, a term sheet has one binding aspect: you, the start-up company, will have to pay the costs of the due diligence when the deal completes. You may not necessarily have to pay the costs of the due diligence when the deals does not complete, but that depends on how well you negotiate the term sheet. To be clear: you will almost always have to pay the VC’s due diligence cost, if the deal completes. Should the deal not complete, then as a minimum, you obviously have to pay your own expenses, but you still may have to pay the VC’s costs, too, even when they end up not investing, unless you have managed to negotiate that part of it away.

Due diligence pre Full Partner Presentation usually takes some 8-12 weeks. During this period of type, you will have some very extensive contact with the VC firm and will be talking to them on a very regular basis (say 2-3 times a week). There may be several meetings with various people to discuss various aspects of the company and the deal.

Overall, this phase is there to solidify the original impression of the parter that this is an interesting deal. The partner is trying to poke holes in your story. It is your job not to let that happen. For you as a founder/manager, this is a great opportunity to get to know the people at the VC firm and understand whether you think you can work with them going forward.

As a side note: I strongly suggest that you use the time during which the VC does due diligence on you to do due diligence on the VC. By far the best way to do this is to talk to current and past CEOs who have taken money from the VC firm. You want to understand how the individuals at the VC firm reacted when the going got rough at a company. Were they supportive or did they just fire the management and put somebody else in? Or when a company received an offer to get acquired for only 2x money invested, how did the VC react? There are many questions like this that will clarify whether the partner and the VC firm in general seem like a good fit.

I suggest you do this when you are in due diligence, as you will have little time to do this in the next phases which are Full Partner Presentation and Term Sheet.

The Index of the VC Fund Raising Manual can be found here

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VC Fund Raising Manual – 4 The Pitch

People attribute a lot of importance to the pitch. I guess most people believe that if they give the ‘perfect pitch’, the VC will invest in them. I doubt very much that this is true. The reason for this is that VCs are much better at analyzing pitches than founders are at giving them. It is not so much in how well you pitch, but what you pitch that will determine the outcome of your first interaction and whether you progress to due diligence.

Overall, there are two aspects to pitching: how you pitch and what you pitch.

How you pitch means the way in which you construct your presentation, number of slides, topic of each slide, the order, the kind and amount of information on each slide, how you stand when you pitch, how you use body language, how you use your voice, where you place the emphasis etc. These are generic skills that you will need in business life. If you are inexperienced in giving presentations, then I suggest you take a course where you learn how to do that (seriously). I took one a few years back, very interesting and useful stuff. In terms of the presentation that you should put together, have a look at my previous post here.

What you pitch is far more important then how you pitch. In order to understand what to pitch, you need to understand what VCs are looking for. This is what this article is about.

At a top level, there are only a few considerations that VCs have when they are looking at an investment opportunity. Most people will tell you that VCs are evaluating the following aspects:

Market: Is this an interesting market that the company is addressing?

Product: Does the company have a compelling product that can address the market well?

Industry: Can the company compete effectively in their space and is there a good exit opportunity for them?

Technology (this links to both product and industry): Can they leverage technology to produce a product and does the technology give them competitive advantage?

Financials and business model: Do they make sense?

Team: Can they execute the plan well?

Investment case: Is this a compelling opportunity to make a lot of money?

The above is completely correct. If you have all these bases covered, you probably have an investable company. However, this is not all for which VCs are looking. In order to understand what VCs really want, put yourselves in their shoes. A partner at a VC firm makes ONE (1) new investment per year (meaning an investment in a company that they haven’t invested in before). So, you are asking the partner the following: “Ignore all the other deals that you are seeing right now. I am offering you the best opportunity to invest in. I am by far your best shot this year.”

A VC that I talked to last year summed this up very nicely: “Most entrepreneurs don’t understand that the thing that they need to do is make me clear my desk for them. They must make me believe that right now, this is the best deal that there is for me. They must manage to rise to the top of the pile.”

How do you get to be top of the pile? I am going to try and explain this by example. Imagine you’re a VC. A founder walks into your office. She gives you the following pitch.

Version 1: “Hi, nice to meet you. I am doing this great company that has incredible potential. Have a look at this great pitch. We are raising $5 million. We think we will give you a great return on your investment. Say five times in five years. And we will be great fun to work with, we have a great team. What do you think; are you interested in taking a look?”

So, what do you think? Does it sound like a great proposition? Let’s have a look what other people sound like when they pitch to the same VC in the same week.

Version 2: “Hi, we haven’t met, but you know Bill. As you know, I have worked with Bill in the past and we made a lot of money together. I am now raising money for my new company and I wanted to ask you whether you would be interested in taking a look at it?”

Sounds better, doesn’t it? Here is an even better pitch.

Version 3: “Hi, we haven’t met, but you might have heard of my company. It is going great. There are quite a few reference customers you can ask about that. Really, our users numbers are going up drastically right now. Are you interested in taking a look?”

And here is an even better pitch.

Version 4: “Hi, how are you doing? Remember the money we made the last time we worked together; I still can’t believe me managed to make that much! Listen, I am doing this new company. This time, we are really swinging for the fences! Our old friend Bill has already put some seed money in. I have also started working with the customers who bought from us last time, they are very interested and we have started ramping up some strategic sales. Our early user numbers are looking great. I am now raising a Series A round. Are you interested in taking a look?”

If you were a VC seeing all the above pitches in one week, which deal would rise to the top of your pile and which one would be at the bottom of the pile…?

There are two things that tend to positively influence any investor: trust in the people who run the company and objective proof of the (beginning) success of the company. The more a VC has reason to trust you and has access to evidence that your company is successful, the more you rise to the top of the pile. For the consultants amongst you, think of it as a two-by-two:

VC criteria
VC criteria

That is the ‘what’ of the pitch. Of course you are pitching a company that is addressing an incredible exciting market, has great products, powerful technology, a fantastic team and offers a compelling opportunity to make money. If you didn’t have this, you would be in the VC’s office in the first place. But really, what you pitch is that you are a trustworthy person who can already demonstrate that this company will be a great success. If you can do that, you are likely to progress to the next stage which is due diligence.

VCs are not risk averse. They simply invest in the best opportunities they can find. Or would you invest in anything else, if you were a VC given the choices that you have? Exactly.

Index of VC Fund Raising Manual can be found here.

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Why is Facebook worth more than Yahoo?

 

Mike Arrington at TechCrunch published a ‘valuation metrics’ for social networks yesterday. Read the whole article here.

What struck me is that somehow Facebook seems to be getting a significantly higher valuation than companies with comparable business models, for example Yahoo. How can that be right?

Let’s take a step back and think this through. The valuation of a company corresponds to its ability to generate revenue, to do so profitably, being able to grow fast and have a high probability that the revenue is not going to dry up soon. All this depends on a company’s business model.

As far as I am aware, there are only a few ways in which you can generate revenue on the Internet. Each of these revenue opportunities converts usage into money. Different business models are doing so at different rates:

Business Model

…version with notes:

Business Model

Using this (admittedly very rough) estimate, we see that Search is a superior business model in terms of converting traffic into revenue.

Taking a cut of a real world transaction (eBay) also converts traffic well into cash.

Premium subscription and advertising work equally well, both at some 1/3 of the efficiency as Search.

Back to the original question: how is Facebook running a different business to Yahoo and why should Facebook be able to command a premium valuation above and beyond of Yahoo’s? They are both mainly display advertising-based businesses.

At best, Facebook can command a valuation that is in line with what companies like Yahoo can command. I have read many reviews where people criticised Facebook’s advertising programme, but let’s leave that aside for the moment.

Yahoo’s market cap today is some $30bn. If we (roughly) attribute half of that to its search business and overseas activities, then the market cap based on US display advertising would be roughly $15bn. If Facebook can generate some ¼ of Yahoo’s traffic, and if it has some 50% efficiency of converting traffic into revenue, then it should have some 1/8 of Yahoo’s value. (Maybe slightly higher, if you take into account that Facebook is growing rapidly. Maybe slightly lower, if you take into account that Facebook is not profitable.) Let’s say that is $2bn.

Unless Facebook (or any of the other social networks for that matter) can come up with a better way than display advertising to monetize its traffic, then the way in which it should be valued shouldn’t really be different from the way in which Yahoo is valued.

What is remarkable about Facebook is not its amazing ability to convert its traffic into revenue (it is not a Google). What is amazing is how quickly it managed to grow its traffic. It grew from nothing to 35 million users in four years. Now that is amazing and that is the real strength of social networking. You can grow a great business in a very short period of time. But the monetization is still dependent on the display advertising business model. I guess you can’t have it all.

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