Tag: ratchets

Tiered equity structure and investor conflict

About this time last year, I’d written this article for Mint about optionality in startup valuations. The basic idea there was that any venture capital investment into startups usually comes with “dirty terms” that seek to protect the investor’s capital.

So you have liquidity preferences that demand that the external investors get paid out first (according to a pre-decided formula) in case of a “liquidity event” (such as an IPO or an acquisition). You also have “ratchets”, which seek to protect an investor’s share in the company in case the company raises a subsequent round at a lower valuation.

These “dirty terms” are nothing but put options written by existing investors in a firm in favour of the new investors. And these options telescope. So the Series A round has options written by founders, employees and seed investors, in favour of Series A investors. At the time of Series B, Series A investors move to the short (writing) side of the options, which are written in favour of Series B investors. And so forth.

There are many reasons such clauses exist. One venture capitalist told me that his investors have similar optionality on their investments in his funds, and it is only fair he passes them on. Another told me that “good entrepreneurs” believe in their idea so much that they don’t want to even consider the thought that their company may not do well – which is when these options pay out, and so they are happy to write these options. And then you know that an embedded option can increase the optics of the “headline valuation” of a company, which is something some founders want.

In any case, in my piece for Mint I’d written about such optionality leading to potential conflicts among investors in different classes of stock, which might sometimes be a hindrance to further capital raises. Quoting from there,

The latest round of investors usually don’t mind a “down round” (an investment round that values the company lower than the preceding round) since their ratchets protect them, but earlier investors are short such ratchets, and don’t want to see their stakes diluted. Thus, when a company is unable to find investors who are willing to meet its current round of valuation, it can lead to conflict between different sets of investors in the company itself.

And now Mint reports that such conflicts are a main reason for Indian e-commerce biggie Snapdeal’s recent struggles, which has led to massive layoffs and a delay in funding. The story has played out exactly as I’d written in the paper last year.

Softbank, which invested last in Snapdeal and is long put options on the company’s value, is pushing the company to raise more funds at a lower valuation. However, Nexus and Kalaari, who had invested earlier and stand to lose significantly thanks to these options, are resisting such moves. And the company continues to stall.

I hope this story provides entrepreneurs and venture capitalists sufficient evidence that dirty terms can affect everyone up and down the chain, and can actually harm the business’s day-to-day operations. The cleaner a company keeps the liabilities side of the balance sheet (in having a small number of classes of equity), the better it is in the long run.

But then with Snap having IPOd by offering only non-voting shares to the public, I’m not too hopeful of equity truly being equitable any more!

Aswath Damodaran, Uber’s Valuation and Ratchets

The last time I’d written about Aswath Damodaran’s comments on Uber’s valuation, it was regarding his “fight” with Uber investor Bill Gurley, and whether his valuation was actually newsworthy.

Now, his latest valuation of Uber, which he concludes is worth about USD 28 Billion, has once again caught the attention of mainstream media, with Mint writing an editorial about it (Disclosure: I write regularly for Mint).

I continue to maintain that Damodaran’s latest valuation is also an academic exercise, and the first rule of valuation is that “valuation is always wrong”, and that we should ignore it.

However, in the context of my recent piece on investor protection clauses in venture investments (mainly ratchets), it is useful to look at Damodaran’s valuation of Uber, and how it compares to Uber’s valuation if we were to account for investor protection clauses.

“True value” of Indian unicorns after accounting for investor protection. Source: Mint

When Uber raised $3.5 Billion from Saudi Arabia’s Public Investment Fund earlier this year, the headline valuation number was $62.5 Billion. Given the late stage of investment, it is unlikely that the investor would have done so without sufficient downside protection – at the very least, they would want a “full ratchet” (if the next investment happens at a lower valuation, then they get additional shares to compensate for their loss). This is a conservative assumption since late stage (“pre-IPO”) investments usually have clauses more friendly to the investor, usually incorporating a minimum “guaranteed return”.

Plugging these numbers into the model I’ve built (pre-money valuation of $59 Billion and post-money valuation of $62.5 billion), the valuation of the put option written by existing investors in favour of Uber comes to around $1.28 Billion. Accounting for this option, the total value of the company comes out to $39.6 Billion.

Damodaran’s valuation, based on his views, principles and numbers, is $28 Billion. Assuming that investors and management of Uber are aware of the downside protection clauses and its impact on the company’s valuation, Damodaran’s valuation is not that much of a discount on Uber’s true valuation!

Valuing Global Fashion Group

Yesterday, in Mint, I wrote about ratchets in option valuation (a pet topic of mine), and gave alternate valuations of different Indian “unicorns” by accounting for the downside protection clauses that come with startup investment.

Money quote:

This implies that a share of the company held by [investors] includes a long put option, while a share of the company held by earlier investors includes a short put option (since they have implicitly written this option). In other words, a share held by the new investors is worth much more than a share held by earlier investors.

Now comes news that Global Fashion Group (that includes Jabong and a few other fashion houses started by Rocket Internet) has raised money at a “down round”. This gives me a good opportunity to put my theory to practice.

GFG has now raised $339M for a headline valuation of $1.13 billion. In its earlier round, it had raised $169M for a headline valuation of $3.5 billion. Let us look at a hypothetical employee of GFG who owned 0.1% of the company before the previous round of investment, and see what these shares are worth now.

Absence of ratchets

GFG had a “pre-money” valuation of $3.33 billion, and 0.1% of that would have been worth $3.33 million. As of that round of investment, existing investors had 95% stake in the company, so our friend’s share of the company would have come down to 0.095% (95% of 0.1%).

The new round shows a pre-money valuation of $791 million, and so our friend’s stock would be worth $750,000 after the latest round of valuation. This is a comedown from the previous valuation, but is still significant enough.

Presence of ratchets

Let’s assume that the previous round of investment into GFG came with a full ratchet (we’ll look at other downside protection instruments later). This would mean that its investors in that round would have to be compensated for the drop in valuation.

Investors in the previous round put in $169M for a headline valuation of $3.33Bn. The condition of the full ratchet is that is that if this round’s pre-money valuation were to be less than last round’s post-money valuation, the monetary value of last round’s investors has to be the same.

So despite this round showing a pre-money valuation of only $791M, last round’s investors would claim that $169M of that belongs to them (the way this is achieved in an accounting context is that the ratio in which their preferred shares convert to common shares changes). So the earlier investors (who came before last round) see the value of their shares go down to a paltry $622M. From owning 95% of the company, the down-round means they only own 79% now. And that is before the new round has come in.

Investors in the new round have put in $339M for a headline valuation of $1.13Bn, giving them a round 30% stake. Earlier investors have a 70% stake, of which investors who came before the previous round (which includes employees like our friend) have a 79% stake, giving them a net stake of 55%.

Coming back to our friend, remember that he owned 0.1% of the shares before the last round of investment. The ratchet means that he owns 0.1% of 55% of the company’s current headline valuation. This values his shares at $622,000.

But not so fast – since this assumes that the latest round of investment has no ratchets. If we need to take into consideration that this round has a full ratchet as well, the option formula I used in the Mint piece says that GFG is now worth $760M, far lower than the $1.13Bn headline valuation.

This implies that the stock held by investors prior to this round is now worth only $421M ($760M – $339M). Investors prior to the last round held 79% of these shares, so their stake is worth $331M now. Our friend held 0.1% of that, so his stake is only worth $331,000.

In other words, if both the previous and current rounds of investment in GFG came with a full ratchet protection, the shares held by ordinary investors such as our friend would have lost 56% of its value on account of optionality alone! Notwithstanding the fact that the remaining shares are held in a company whose value is on the downswing!

Then again, downside protection for investors could have come by other means, which were less harsh than full ratchet. Nevertheless, this can help illustrate how much of founders’ and employees’ shareholder value can be destroyed using ratchets!

New line of business

I’m considering a new line of business. This is basically advising startups on option valuation and how to account for different conditions and optionalities that venture capitalists put in in term-sheets.

Aswath Damodaran has an extremely interesting piece on valuation of the so-called “unicorns” and how such valuations are inflated on account of optionality in favour of investors. He takes a stab at valuing such optionality, but I think there’s scope for going deeper and helping companies figure out the valuations in each individual case. Money quote from the piece:

As an outsider with an interest in valuation, I find venture capital deals to be jaw-droppingly complex and not always intuitive, and I am not sure whether this is by design, or by accident. When it comes to investor protection, the stories that I read for the most part are framed as warnings to owners about “vulture capital” investors who will use these protection clauses to strip founders of their ownership rights. I think the story is a far more complex one, where both investors and owners see benefits in these arrangements, and where both can expose themselves to dangers, if they over reach.

Do you think this is a good line of business to get into? Will startups be willing to pay for a service that allows founders to get value for money for the equity they are giving away? Or will they be so focussed on execution that trifles such as a change in valuation by a few percentage points don’t matter to them any more?

And what are the odds that if I get into this business and do a good job of it, a VC will want to hire me just so that I stop damaging their carefully designed ratchets?