March 2000: Smart Start



COVER STORY

BUILD

By now you're ready to take that brilliant idea and turn it into a successful business, and that's when the fun-and the real work-begins. Dragging your feet at this point could allow one of your competitors to beat you to market, but you can't sacrifice careful planning, development, and important partnerships for the sake of flat-out speed.

This section will help you focus on the raw materials that go into a successful Net company, from that first, crucial round of funding and your basic technology to unglamorous essentials such as lawyers, office space, and outsourcing. Making the best use of the options and time available is key. The future strength of your business isn't only dependent on the quality of your idea, but also on how well you build on the opportunity.


Get Off the Ground With an Angel

Raising money from a venture capital firm may receive all the media attention, but it is not the first financing your startup will receive.

By Ian Patrick Sobieski
ian@bandangels.com

Building your Internet company is often referred to as walking up a flight of stairs, with each step representing an increase in the value of your company as you achieve certain goals. Angel financing typically acts as the first and second steps on that staircase.

Angels are wealthy individuals who will write you a personal check, ranging anywhere from $20,000 to $1 million, to help finance your company. There are many flavors of angels, from the retired dentist hoping to impress his golfing buddies by getting in on the seed round of the next eBay to the former CEO who wants to stay in the game (if not up until 2 a.m.) by helping startups grow.

At some point you likely will raise money from a large venture capital firm, but it won't be the first financing you receive. Most VC firms today won't make investments less than $3 million to $5 million. Yet virtually every Net company needs to raise a seed round of a few hundred thousand dollars to allow the founders to quit their day jobs, create the skeleton of the company, incorporate, build a prototype Website, file for necessary patents, and so on. Taking less initially lets you build the value of your company and lets you give less of it to the big VC fund when you eventually raise that $5 million round.

Six degrees
It is never too early to start looking for an angel investor. Individual angels will write checks as small as the company needs, sometimes in the thousands of dollars. Professional angel groups such as the Band and small early-stage funds can easily put together anything from $500,000 to $1.5 million.

To find angels, tell everyone you know and everyone you meet, from your mom to strangers on the street, what you are doing. That six degrees of separation saying is really true. You shouldn't worry about giving your idea away as much as you should worry about not getting your funding fast enough-especially on the Internet. A good place for the totally uninitiated to start is to talk to anyone who deals with a lot of startups, such as lawyers, PR firms, accountants, and marketing consultants.

The best angels offer more than just money, however. You want your angel backers to provide money and sweat-making business development contacts, finding candidates for positions within the company, landing a good PR firm, helping with that first firing, or negotiating the six-figure license with Yahoo!. So much of the world operates on referral that you also want an angel who is well connected in your local tech community and is willing to pick up the phone on your behalf. If you find an angel with the right background, consider persuading him or her to take a more active role in the company. You may ask that he or she serve as a formal adviser or director of the company-even if it means cutting him or her a deal on that initial financing.

Short and simple
When pitching angels (and VCs!) remember your immediate goal: The purpose of your initial pitch, and your pitch document, is to get them to pick up the phone and schedule a more extensive conversation-not to get them to invest. Keep your business plans to yourself until they are explicitly requested. What you need first is a short marketing document that highlights the problem, your solution, how much money you stand to make, and why you're the team that is going to make it happen. Highlight the most intriguing aspects of your company (Unusually strong team? A killer patent position?) and avoid clouding your message with spurious detail.

The size of the angel investment you can expect depends on who you are and where you are on the value staircase-are you still in graduate school and just have an idea, or are you the soon to be ex-director of marketing at a successful startup? Do you have a product? Do you have revenue? The answers to these question can affect the value of your company, but don't get hung up on negotiating price with angels. All serious angels know about the value staircase, and they know that eventually it will be appropriate for you to raise $5 million from a VC firm. So early financing rounds must be at a cheaper price.

The range for an early-stage investment is almost always less than $10 million, and a seed investment is often in the low single millions. It is reasonable to give an angel 20 percent of your company in the first round, but remember that these first initial investors will be diluted substantially in subsequent rounds. By the time of your IPO, their stake may be only a few percentage points.

Special investor rights are commonplace in early stage deals and this is where getting a good lawyer pays off in spades (see "Hiring an Esquire," p148). The key point, however, is to negotiate with your investors in a spirit of partnership. Just like your first employees are often quasi-founders, your first investors deserve a special place. Don't try to negotiate with an angel the way you would with a VC. Similarly, don't waste a lot of time with an angel who thinks his $50,000 is a Kleiner Perkins Caufield & Byers term sheet.

Smart angels are often less concerned with valuation and more interested in how the entrepreneur conducts himself or herself. Is she headstrong and strident or reasonable and flexible? Similarly, if your angel rubs you the wrong way during the negotiation, perhaps you should get a financial backer you relate to better. Remember that the tough times may be still to come. Once the angel writes you a check, you're married to him or her for the life of your venture.

Ian Patrick Sobieski (ian@bandangels.com) is a managing member of the Band of Angels, a group that has placed more than $50 million in more than 100 Silicon Valley startups since 1995.


ANGEL INVESTORS

Alliance of Angels
www.allianceofangels.com
Seattle, Washington

Atlanta Technology Angels
www.angelatlanta.com, Atlanta

Band of Angels
Silicon Valley (no Website)

Tech Coast Angels
www.techcoastangels.org
Southern California

The Capital Network
www.texasangelinvestors.org
Austin, Texas

Silicon Alley Venture Partners
www.savp.com, New York City


The VC meeting

What to do when you finally get through the door.

By Bob Kagle
rkagle@benchmark.com

It's 7:30 a.m. on Sand Hill Road. You've been up most of the night polishing your PowerPoint presentation. Your mouth is dry. Your antiperspirant is kicking in. The venture capitalist enters the room. How should you break the ice? Relax!

Presenting your business idea to a potential venture capital investor need not be a hair-raising experience. Remember, you've already passed the first hurdle by getting this meeting in the first place. This probably means that someone they know and trust referred you (always a good approach) or that your idea is intriguing and has captured their imagination on its own.

Your challenge now is to work your way up the list of several prospects that nearly every good venture investor enjoys these days. Your presentation should be concise. Here are a few pointers to keep in mind during the fundraising process.

Understand your business
What is the essence of the value proposition to the customer? How large is the target market? How fast is it growing? What are the business and profit models? Show that you have thought deeply about this business and have done your homework. Good investors will probe deeply. If a question stumps you, resist the temptation to fake it. Acknowledge the need to look into it further. Most investors prefer "learn-it-alls" to "know-it-alls."

Distinguish yourself
Describe how your experience and track record position you for success. Show your passion for the business. Demonstrate real commitment to the project through personal investment or the foreclosure of alternatives. If you have already quit your day job and invested your vacation money, say so. You should create the feeling that this is such a compelling opportunity that you have no option but to pursue it vigorously.

Make a connection
Identify links to the prospective investor. Note any of the firm's past investments that are relevant to your company. Demonstrate a good fit and potential value creation with their portfolio companies.

Be prudently open
Being unnecessarily circumspect about your business can cast a pall over an otherwise good meeting. Trust, but verify. Ask the investor for a commitment to confidentiality, verbal is sufficient. Save sensitive details until you have developed comfort and sensed a genuine interest level. This can be a bit of a balancing act, but you will need to reveal enough to get a second meeting.

Identify the risks
One of my favorite questions is, "Let's suppose we are having coffee together two years from now, commiserating over the fact that this just didn't work. What might be the reason?" Great entrepreneurs almost always have a thoughtful answer or two. If you know where the minefields are, you can avoid them. Also, an honest assessment of the competition will build credibility.

Foster competition
Orchestrating a successful financing is a bit of an art. Make sure that you approach at least a few potential investors in parallel. The comparisons between firms will be illuminating. Also, valuations are almost always highly subjective and a little competition is generally healthy for the process.

Seek true partnership
Remember you are buying even more than selling. Watch for signals from the investor that they will be a good partner: Do they listen well? Are they generally respectful? Do they seem to have an instinct to help? Are they generally enthusiastic and positive? Building a company is a daunting challenge and emotional support from your financial partner can be critical.

Most importantly, be sure the investor passes the intangible but very important "gut check." Good chemistry and compatibility are important ingredients in fostering and maintaining a strong and lengthy partnership.

Check references
There is no substitute for talking to entrepreneurs who have worked with this investor. Were they accessible and constructive under adversity? How did the investor's involvement directly affect the company's success or failure? Good venture partners make a difference. Equity in a startup is very dear. Make sure you will be getting your money's worth.

Bob Kagle (rkagle@benchmark.com) is a founding general partner of Benchmark Capital.


ONLINE VC RESOURCES

Venture-Capitalist.com
www.venture-capitalist.com

Venture Capital Resources
www.datamerge.com/capital/moneyventure7.html

vcapital.com
www.vcapital.com

vfinance.com
www.vfinance.com


Hiring An Esquire

You're going to need lawyers. Better to act than to react.

By Casey McGlynn
cmcglynn@wsgr.com

Most people think that the time to call a lawyer is when you get in trouble or need to sue someone. But for those who plan to launch an Internet business, waiting that long would be a serious mistake. Securing top-flight legal assistance should be an integral strategic component of any startup plan from day one. In fact, it is not uncommon for entrepreneurs to bring their ideas to a technology-savvy lawyer when the business plan consists of no more than a page or two of notes.

An experienced lawyer who has helped other Internet companies secure financing can help fill the holes in the business plan and make it more attractive to investors. Issues such as valuation (see "The Valuation Equation," p150) and vesting must be determined early and correctly. Entrepreneurs should always engage an experienced securities lawyer to help them incorporate their new venture and set up the equity structure of their new firm.

An experienced corporate attorney will help entrepreneurs create an ownership structure for their company that is familiar and recognizable to venture capital investors. Arcane corporate structures are a red flag for venture investors, while a normal corporate structure gives investors more confidence that they are dealing with smart executives and that they will be able to maximize their investment.

Once the structure is set, a lawyer should be able to help introduce you to key venture capitalists and angel investors. Make sure your lawyer is "in the know," networking and familiar with the many players in the industry. The lawyer isn't going to get your business funded, but should be able to open doors to the right investors. Your lawyer should also take part in any negotiations you have with potential funders and should advise you whether the terms of an investment are in your best interest.

In today's environment, it's also important for a startup to form partnerships with established companies. Your lawyer should be able to leverage contacts throughout the technology industry for your benefit. Corporate partnerships backed by formal letters of intent are powerful signals to the investment community that you have a hot startup.

Entrepreneurs should engage legal assistance for many other functions as well. It's vital that young companies have intellectual property counsel from the beginning, to assist with such issues as patents and trademarks and help you stake out a defensible position in the marketplace. New companies should also have legal help when establishing employee benefits and compensation structures, such as stock option and retirement plans, as well as when creating personnel policies. In today's competitive labor market, it's best to have these issues settled before you start looking for employees.

None of these services come cheap, of course, and the demand for experienced legal talent is very high. Don't be surprised if you have to sweeten the pot by offering stock in your new company, either in addition to, or in partial payment of, legal fees. Don't scrimp on the legal help-it's absolutely key to your success.

Casey McGlynn (cmcglynn@wsgr.com) is a partner at Wilson Sonsini Goodrich & Rosati.


ONLINE LAW RESOURCES

FreeAdvice.com
www.freeadvice.com

Law-Talk-Online
www.law-talk-online.com

Nolo.com Self-Help Law Center
www.nolo.com

USLaw.com
www.uslaw.com


The Valuation Equation

How do you figure out what your company's worth?

By Rich Shapero
rich@cpvp.com

One of the most important issues facing today's Internet entrepreneurs is how to figure out their company's valuation. Establishing a valuation and raising capital based on that figure largely determines the amount of equity the founders will retain.

Thus, it's no surprise that I'm constantly asked how to get the highest valuation. From my perspective as a managing partner at Crosspoint Venture Partners, here is some advice about how to approach a valuation and how to ensure that your company gets as high a figure as it deserves.

My first suggestion may be somewhat of a shock: Don't present a valuation to investors. Sure, run through the numbers in your head and get a rough idea of what you think your company might be worth. But one of the worst things you can do as an entrepreneur is to present a potential investor with a preset valuation. If you set it too low, you're giving away too much of the company. If you set it too high, you'll likely scare away future investors for whom the cost to get in is too great, and the potential returns are too slim. VCs laugh at entrepreneurs who walk in the door holding a term sheet.

Second, the best way to get an idea of your company's valuation is to shop it around to multiple investors. You'll get different figures from the different groups, and that is a far better indicator of your company's worth than any rough number you come up with in your head. An average first-round, premoney valuation (before any investors have signed on) is between $1 million and $15 million, with most falling between $5 million and $12 million.

Finally, be very selective about whom you choose to get your capital from. Unskilled investors (some angel funds and private groups) can assign your company a bad valuation, dooming your later rounds. Don't poison the well before you give investors a chance to drink.

Rich Shapero (rich@cpvp.com) is a managing partner at Crosspoint Venture Partners.


The First Round

These days, a seed round or an angel investment will likely be the first funding your company receives. But eventually, you'll probably need an investment from a venture capital firm to get you to launch. How much can you expect to receive in your first round of VC funding? Consider these figures.

Type of company Median sum of funding

Business-to-business $8 million
Content $5.5 million
Ecommerce $13 million
Net infrastructure $15 million

Source: VentureOne


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