More optionality in startup valuations

Mint reports that Indian e-commerce biggies Flipkart and Snapdeal are finding it hard to raise more money at the valuations at which they raised their last funding rounds. One line from the report:

Despite Morgan Stanley’s markdown in February, Flipkart is still approaching investors asking for a valuation of $15 billion, but it hasn’t had any takers yet, the first two people cited above said.

The problem with the valuations is that it includes significant option value. It is common in startup funding to include implicit options in favour of the new round of investors to protect them from the downside of any future decrease in valuation.

Typically designed in the form of “ratchets”, when the firm raises a fresh round at a lower valuation, the investors in the previous round will get additional shares so that their overall share in the investment remains the same (won’t go into the exact mechanics here). This downside protection allows investors to be more aggressive on their valuations of the company, and the company is able to report higher headline numbers.

Ratchets have two problems, both of which are illustrated in the difficulty of Flipkart and Snapdeal in raising more funds. Firstly, optionality in funding means an automatic markdown of funds held by investors in progressively earlier rounds. This is not explicit, but a ratchet is basically existing investors writing an option in favour of the new investors. While the cost of this option is not explicit, it is the earlier investors who bear the cost.

So Series C (and earlier) investors bear the cost of the optionality given to Series D investors. Series B and earlier investors bear the cost of Series C’s optionality. And so on. Notice that this telescopes, so the founders (original owners of equity) have written options to everyone who has invested (of course they also benefit from the higher overall valuation).

Now, if a “down round” (funding round at lower overall valuation than previous round) happens, this optionality gets immediately gets “paid out”. So if the Series D valuation is lower than Series C valuation, Series B and earlier investors (and founders) immediately “pay” the difference to the Series C investors (these options are American, and usually without an expiry date). So Series B and earlier investors (and especially founders) will not like this round. And they will hunt around for offers that will ensure that they don’t have to pay out on the options they’ve written. I suspect this is what is happening at Flipkart and Snapdeal now.

The second problem with ratchets is that stated valuations are inflated. A common share in Flipkart (don’t think one exists. All investors in that firm are effectively either long or short an option in the same stock) is not valued at $15 billion, so that valuation is essentially a misnomer. When Morgan Stanley says on its books that Flipkart is actually worth $11 billion, it is possible that that is the “true value” of the stock, without accounting for the optionality that latest round of investors receive. In other words, the latest round of investors invested at a price, which if extended to all stock, would value the company at $15 billion. But the rest of the company’s stock is not the same as the stock these investors hold! 

The problem, though, is that the latest “headline valuation” (inclusive of optionality) is anchored in the minds of founders and other earlier investors, and they see any lower price as unacceptable. And so the logjam continues. It will be interesting to see how this plays out.

With IPO being way too far off an event for determining if a company has “arrived” I propose a new metric, with shorter horizon. A company can be declared as having arrived if it manages to raise a round of equity with no embedded options. Think about it!

Arranged Scissors 12 – Rejection Sharing Agreements

This is similar to the Klose-Podolski corollary to the Goalkeeper Theory. To refresh your memory, or to fresh it in case I haven’t mentioned this earlier, the Klose-Podolski corollary refers to a case of two close friends who decide to hit on the same person. The implicit understanding is that they don’t regard each other as rivals but blade together, and first get rid of all the other suitors before they engage in one last showdown so that the bladee picks one of them.

We came up with this corollary to the Goalkeeper Theory shortly after the 2006 Football World Cup, during which Klose and Podolki formed a cracking strike partnership for Germany. Later on, they were to play together for Bayerrn Munchen, but like most Klose-Podolski arrangements, they too ended up in bitterness with Poodolski (who scored the lesser number of goals among the two) publicly voicing his bitterness and finally transferring to his “native” Koln.

Now that the crazy digression is out of the way, let me get to the point. Today is the first day of Navaratri, and with the inauspicious “Mahalaya Paksha” having gotten out of the way, arranged scissors is back in full earnest. This also means that I re-enter the market, though I’m still yet to list myself (don’t plan to for a while at least. OTC is said to give superior valuations). And some casual conversation and some not-so-casual phone calls this morning, I have been thinking of the arranged marriage equivalent of the Klose-Podolski arrangement.

So basically, as part of this arrangements, two parties who are looking to hit the same side of the deal strike a deal to share “rejection information” with each other. “Rejection information” can be of the following two types:

  • Today I found out about this girl. She seems to be really good in most respects – good looking, rich, good family background, virgin and all that. But for some (usually random) reason, my son doesn’t want to marry her. Why don’t you try her for your son?
  • Today I found out about this girl. Talked to her, her parents, etc. Doesn’t seem like a good prospect at all. She is either ugly or too “forward” or her family background is bad. I think the chances of her getting along with your son is quite low. Don’t waste your time with her.

Note that both of this is extremely useful information, especially in an illiquid market. What is important here is the nature of people with whom you strike such agreements. The basic thing is that your correlation with them should neither be too low nor too high. Ideally, they should belong to the same/similar caste, should have a fairly similar family background, etc. but the boys shouldn’t be too similar. Yeah, I think that is a fair criterion – they should be as similar as possible in terms of “arranged criteria” but as different as possible in terms of “louvvu criteria”.

Basically if the correlation is too low, then you can’t really trust their judgment on counterparties. On the other hand, if the correlation is too high, then it is extremely likely that they turn out to be “rivals” and that if one party rejects a girl, it’s unlikely that the other party will like the girl. I supppose you get what I’m talking about.

One downside to such agreements that I can think of – it might cause bitterness later on in life, long after the goal has been scored. The feeling that “this guy married a girl that I rejected” or the other way round might come back to haunt you later on in life.