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“Push to Exit” Startups: From Investment to Exit Larry Kubal – Labrador Ventures March 11, 2008 Push to Exit 25 minutes, 25 slides on EXITology: Part 1: Theoretical Where do exits fit into the liquidity cycle? Past, present & future for exits. Part 2: Tactical How to talk to VCs about an exit when pitching Series A. What implications does a Series B or C have on my exit? Part 3: Just-do-it! The “when, why and how” of exits. CONFIDENTIAL 2 LABRADOR VENTURES Liquidity Cycle Recovery Continues VC / Angel investments in companies $34.7B in 2007, best since 2001 LP investment in VC Angel Shortcut Company liquidity events CONFIDENTIAL 3 $29.8B in 2007, best since 2001 Company growth Up rounds exceeded down rounds for 16th consecutive quarter 2007 IPO and M&A strongest since 2000 LABRADOR VENTURES Exits Have Been Recovering Since the Bubble Burst Total raised through M&A and IPO 2001-2007 52.9 $ (Billions) 26.4 20.5 20.3 2001 CONFIDENTIAL 10 9.7 2002 2003 2004 4 2005 22.3 2006 2007 LABRADOR VENTURES What Does the Future Hold? Despite the positive trends, time from initial investment to exit is at an historic high of greater than 6 years! CONFIDENTIAL 5 LABRADOR VENTURES Current Math of Exits vs. Investments Looks Balanced 2007 Value of M&A and IPO Exits = $53 Billion If VC Ownership = 65% at exit Results in $34.5 Billion in Distributions to LPs Balances the Current Re-Investment of LPs into VC CONFIDENTIAL 6 LABRADOR VENTURES Significant Developments Flash Caution Signs Depressed stock market causing depressed currency for acquisitions Credit crunch Depressed stock market Weak IPO environment Recession Acquirers adopt a “wait and see” attitude Microhoo? Consolidation = fewer potential acquirers CONFIDENTIAL 7 LABRADOR VENTURES Uncertainty of Exit Markets Creates Question Marks for Venture Returns Growth 2008 2007 2006 Disappointment Market values ? Realism Hype 2000 1999 2001 2005 2002 2003 2004 Time Source: Morgan Stanley Dean Witter & Co., Labrador CONFIDENTIAL 8 LABRADOR VENTURES Push to Exit 25 minutes, 25 slides on EXITology: Part 1: Theoretical Where do exits fit into the liquidity cycle? Past, present & future for exits. Part 2: Tactical How to talk to VCs about an exit when pitching Series A. What implications does a Series B or C have on my exit? Part 3: Just-do-it! The “when, why and how” of exits. CONFIDENTIAL 9 LABRADOR VENTURES Series A: What NOT to say to a VC CONFIDENTIAL 10 LABRADOR VENTURES Series A Exit Talk “Necessary but not Sufficient” “That’s how we get to $50 million in year 5 AND we plan to exit either by being acquired or through an IPO.” CONFIDENTIAL 11 LABRADOR VENTURES Take the Next Step “Who, What, Why, Where, and How” Who are the potential acquirers? What are the valuation metrics? Why would they want to acquire you? Where do you fit into their strategic plans? How does the execution of your business plan fulfill/maximize exit requirements/metrics? (No IRR calculations, please.) “Push to Exit” CONFIDENTIAL 12 LABRADOR VENTURES Exit Implications: Series B and Beyond “Mo Money, Mo Problems” – or at Least Higher Expectations Dilution New Investor Goals EXAMPLE: $8M Series B at $12M Pre-money 40% Dilution – New investor wants 10X – Exit target now > $200 million Know why you are taking money: Water in the Desert (stay alive) Rocket Fuel (accelerate growth) Middle Ground (fund progress) Know where you are and what the exit implications are. CONFIDENTIAL 13 LABRADOR VENTURES Exit Implications: Strategic Investors Easy Money with Benefits (… but often with strings attached) Control Issues Limitations on Exit “Strategic” Guidelines CONFIDENTIAL Later better No board seat or control of a Series Balance Understand motivations and history Operating deals alone are possible 14 LABRADOR VENTURES Exit Implications: Operations Time = Money Historically long time from investment to exit. Demands heightened capital efficiency. Build the exit metrics [efficiently] while building the business [quickly]. CONFIDENTIAL 15 LABRADOR VENTURES Push to Exit 25 minutes, 25 slides on EXITology: Part 1: Theoretical Where do exits fit into the liquidity cycle? Past, present & future for exits. Part 2: Tactical How to talk to VCs about an exit when pitching Series A. What implications does a Series B or C have on my exit? Part 3: Just-do-it! The “when, why and how” of exits. CONFIDENTIAL 16 LABRADOR VENTURES When to Exit Why to Exit 6-12 Months prior to growth plateau or decline due to: Market – market share static in a stagnant market Competitive – rise of significant competitors Financial – risk/reward imbalance Other Positive - Choice Negative - Forced Opportunistic liquidity reward CONFIDENTIAL Investors are burnt out Management is burnt out 17 LABRADOR VENTURES Define and Prioritize the Objectives of Exiting Speed – Timing Valuation Liquidity CONFIDENTIAL 18 LABRADOR VENTURES Types of Exits M & A: 85-90% of venture-backed exits Cash sale (typically with 1+ year, 10-20% escrow) Cash with earnout based on milestone metrics Combination of cash & stock (public or private) All stock IPO: narrow window Profitable, $50 million revenue run rate, pattern of predictability Expensive, distracting, loss of corporate privacy Typical 180 day lockup CONFIDENTIAL 19 LABRADOR VENTURES The Mind of an Acquirer 20 acquisitions per year. "We do deploy capital, but it's not for a return on capital. It's for alignment." "Who can provide solutions to help us stimulate market conditions? We need [start-ups] who can help us do things at a faster velocity." 7-10 acqusitions per year. "The pipeline of opportunities is as high as it's ever been, historically," CONFIDENTIAL 20 LABRADOR VENTURES Maximizing Exit Valuations Fit: See yourself through your acquirers’ eyes. Timing: Give yourself room. Optionality: Create multiple alternatives. Alignment: Synch up with all stakeholders Negotiate from Strength CONFIDENTIAL 21 LABRADOR VENTURES Exit Execution: 4 Rules 1. Don’t flush value 2. Target intelligently 3. Don’t waste: capital & time efficiency 4. Align – Communicate – Don’t Stop CONFIDENTIAL 22 LABRADOR VENTURES Push to Exit 25 minutes, 25 slides on EXITology: Part 1: Theoretical Where do exits fit into the liquidity cycle? Past, present & future for exits. Part 2: Tactical How to talk to VCs about an exit when pitching Series A. What implications does a Series B or C have on my exit? Part 3: Just-do-it! The “when, why and how” of exits. CONFIDENTIAL 23 LABRADOR VENTURES Four Takeaway Thoughts 1. The exit environment has made steady progress, though there are cautionary “danger” signs emerging. 2. Investors as well as entrepreneurs, while engaged in building a business, need to keep an eye on an exit through decision making in all stages. 3. When pursuing an exit, decide early and make sure all stakeholders are aligned with freely flowing communication. 4. Maximize exit valuation by knowing your potential acquirers and maximizing exit options. CONFIDENTIAL 24 LABRADOR VENTURES “Push to Exit” Startups: From Investment to Exit Larry Kubal – Labrador Ventures [email protected] www.labrador.com