How do you structure exits and returns for your investments?
As a venture capitalist, you invest in startups with the hope of generating high returns when they exit. But how do you structure exits and returns for your investments? In this article, you will learn about the different types of exits, the factors that affect exit valuation, the methods of calculating returns, and the best practices for exit planning and negotiation.
An exit is when a venture capitalist sells their stake in a portfolio company, either to another investor, to the public market, or to the company itself. There are three main types of exits: acquisitions, IPOs, and buybacks. Acquisitions are when another company buys the portfolio company, either for cash, stock, or a combination of both. IPOs are when the portfolio company goes public and sells its shares to the public. Buybacks are when the portfolio company repurchases the shares from the venture capitalist, usually with its own cash or debt.
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IPOs are almost always the preferred route. An acquisition can be great for the founders and the company, but may not generate high enough returns for the fund. Sometimes, parallel sales and fund raises can be carried out. If the next round will come primarily from outside investors, this can be a way to establish a valuation, if this is proving difficult. This also means the portfolio companies should be keeping potential acquirers/competitors somewhat in the loop on progress.
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Ideally all VC Investors look for IPO as an EXIT option as it delivers BIG returns like 50-1000X. But only few startups reach to that scale. Acquisitions and secondary sales are more common in early stage startups as late round investors look for high ownership and various corporates like Reliance, Tata, Big Startups etc acquire startups for inorganic growth.
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This depends on the stage of entry. An IPO might take a decade and early or seed stage investors may not have the appetite for such a lengthy investment. Many early investors actually exit during subsequent rounds (Series A through C/D). In fact, many growth stage investors will want to streamline the cap table and take out small early stage investors! This might even be a condition of the investment.
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This may sound shocking but we do not chase returns. In our experience, exits and returns are as complicated as principals allow.. Buyers are willing to pay a premium for a business they cannot build. Executives and Boards identify, cultivate and develop a company's culture. Being vigilant as to the culture and its impact outperforms. Financial engineering and product architecture are great tools for contributions and distributions relative mission alignment performance. "Cannot do good business with bad people." Dwight Schar Ask yourself: What do I need to know that I do not already know? What you do not know may be a blind spot that someone will drive a truck through at the time where you are weakest.
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Our VC funds focus on companies suitable (and looking) for a trade-sale type of exit. To date we had 15 positive exits, returned fund 1. by >2x (10+ companies still left in portfolio) and fund 2. has returned in five years allmost 25% of capital. For smaller, not so liquid markets, a trade-sale exit is the most common type of positive exit.
The exit valuation is the amount of money that the portfolio company is worth at the time of exit. It depends on various factors, such as the market size, the growth potential, the competitive advantage, the profitability, the traction, the timing, and the negotiation skills of both parties. The exit valuation determines how much the venture capitalist will receive for their stake, and how much return they will generate.
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EVER Wondered WHY most startups like zomato, paytm, Instacart, uipath etc FALL massively after listing/ IPO ?? It's because they get listed at SKY HIGH valuation to give maximum returns to their Investors - Grand EXIT. But, retail investors have learnt from the past and will be cautious for all future startups IPO. This is BAD for the startup ecosystem & VC's should suggest startups to list at fair valuation so that retail investors can also get some returns after listing.
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If a startup is valued too high initially and at scale stage, be wary it would tank at the exit valuation because it had Saturated the lure of it
The return is the measure of how well the venture capitalist performed on their investment. It can be expressed in different ways, such as the multiple on invested capital (MOIC), the internal rate of return (IRR), or the net present value (NPV). The MOIC is the ratio of the exit value to the invested capital. The IRR is the annualized rate of return that makes the NPV of the cash flows equal to zero. The NPV is the difference between the present value of the cash inflows and outflows. The venture capitalist can use these methods to compare their returns across different investments, time periods, and risk levels.
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I will try to navigate the tricky return calculation with simple math: Let's assume that I manage a VC fund of $100m. My management fee would be 2% per year for 10 years. So effectively, I have $80m to invest. Half of that is going to go to zero even if I am a top quartile portfolio manager. My investable amount comes down to $40m. If my LPs would've invested their $100m in public markets, they would've generated roughly $500m in 10 years without paying a management fee. So I have to replicate that at the very least, but with $40m which results in a 12.5x multiple. Historically, VC funds have achieved that kind of success but it is incredibly difficult to screen for start-ups with potential to grow beyond 12.5x in 10 years.
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Most commonly, VC's use MOIC method for individual portfolio startups and IRR for overall fund return. For Example - (1) Accel got 25-30 X cumulative return on its total investment of about $60-80 million over the years equal to $1.5-2 billion. (2) At Coinbase's price at the end of its first day of trading of $328, Initialize Capital got a return of 2,200X+ on its invested capital. Overall, Initialized turned $1.3 million in invested capital into a stake valued at $680 million. Whereas most early stage good VC's gave an adjusted return of 25-30% on their fund.
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MOIC especially matters for newer funds, where investors are not as confident in the fund. After the fund has been around for a while, they will start to trust the IRR numbers more.
Exit planning is the process of preparing the portfolio company and the venture capitalist for a successful exit. It involves identifying the exit goals, the exit strategy, the exit timing, and the exit readiness. The exit goals are the desired outcomes of the exit, such as the target valuation, the return expectations, and the exit terms. The exit strategy is the choice of the exit type, such as acquisition, IPO, or buyback. The exit timing is the optimal moment to exit, based on the market conditions, the company performance, and the investor demand. The exit readiness is the degree of preparedness of the portfolio company and the venture capitalist for the exit, such as the financial, legal, operational, and governance aspects.
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VC's should NEVER force startups to grow artificially to give them quick EXITS. VC raise money from their LP's who are Sovereign funds, HNIs, Endowments, Trusts etc. and they have a fiduciary duty to return money to them with good returns. Hence, founder's need to have good CLARITY about exit strategies for VC which includes - - how much company can grow in next 3-5 years - financial projections - target market and customer persona - preferred exit options like IPO, acquisition etc It helps to keep right expectations between both parties from Day 0.
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It is good to have common understanding of the exit goal. Working towards ”good” exit takes years - it is continious process to position your company in the eyes of potential buyer.
Exit negotiation is the final stage of the exit process, where the venture capitalist and the buyer or the market agree on the price and the terms of the exit. It involves conducting due diligence, valuing the company, structuring the deal, and closing the transaction. Due diligence is the verification of the information and claims of the portfolio company, such as its financials, customers, contracts, intellectual property, and liabilities. Valuation is the estimation of the fair value of the company, based on various methods, such as comparable transactions, discounted cash flows, or market multiples. Structuring is the design of the deal, such as the payment method, the earnouts, the escrows, the warranties, and the indemnities. Closing is the execution of the deal, such as the signing of the agreements, the transfer of the funds, and the exchange of the shares.
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As someone who has sold his own company as a founder and also worked on the buying side, I would recommend securing an experienced advisor. A successful exit involves managing many technical details, but it's equally important to acknowledge and navigate the emotions involved. Remember, you'll often continue working with the acquiring company, so it's crucial that this arrangement is both motivating and well-structured.
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Get an experienced M&A advisor and have someone with M&A experience in the board to guide the process. There are many ways to increase value in exit, that first timer entrepreneurs are not aware of.
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Appoint someone (with M&A) experience to evaluate and lead the potential discussion. Badly managed exit discussions & process can kill the company if the team gets distracted.
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How you come in often determines how you get out. What I mean by that is understand clearly in your investment documents if there are rights of first refusal (ROFRs) or other co-sale agreements that will effectively bar or mitigate your freedom to sell when you want. Founders and other investors won't want investors cycling on and off their cap table without their approval, so most term sheets come with some form of approval requirements, ROFR, or co-sale agreement that if not negotiated up front, will determine if and when you can exit the company. If these aren't ironed out on the front end, then you're along for the ride for the duration of the company regardless of choice. Preserve your optionality to sell in a secondary transaction.
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