Articles by Bill Payne

Angel Group Syndication of Series A Rounds

US angel investors have been a robust source of seed stage capital for years.  More recently, we have experienced significant growth in the number of funded seed stage deals, due to the emergence of accelerators, super angels and new seed stage funds.  Unfortunately, we are now suffering a Series A startup funding crunch, that is, a lack of seed stage follow-on capital in the range of $1.5 to $7 million, funding which a decade or more ago was the sweet spot for venture capital.

Over half of angel rounds reported recently by groups who are members of the Angel Capital Association were syndication among multiple groups (from the Halo Report).   Formal seed stage syndication activities are operating among US angel groups in the Northeast, the Pacific Northwest, the states of Ohio and Texas and elsewhere.  These syndication efforts routinely fund round sizes up to $2 million, but few larger rounds.  Can we devise a syndication model which would enable US angel groups to syndicate Series A rounds between $1.5 million and $5 million, or even higher? Read more

Bill Payne , Angel Investor , Frontier Angel Fund
May 8th, 2013 2

US Angel Groups vs. European Business Angel Networks (BANs)

There seems to be a subtle but significant operational difference between many European BANs and US angel networks.  This is an attempt to describe those differences.

In general, BANs seem to have two primary focuses:

(1)   Soliciting a large mailing list of potential angel investor members (and others, such as service providers) and organizing pitching meetings for them.    Members have limited obligations to the group, that is, small or no annual dues, no duty to invest as part of the group (versus pocketing deals for themselves), no participation requirements (attendance, due diligence), no leadership mandate and no minimum investment expectations.

(2)   Engaging with the entrepreneurial community, sometimes by providing investor-ready services and pitch coaching, with a focus, for the most qualified entrepreneurs, on inviting them to pitching events.

After the pitching session, the entrepreneurs and investors are left to their own devices to do a deal.  There is no organized group deal processing; instead each angel engages with the entrepreneur, finds co-investors (within or outside the BAN), completes due diligence, negotiates a term sheet and closes the deal.

There appear to be two models for the BAN operational platform:  (a) a not-for-profit model, often driven by economic development agencies and (b) a for-profit model pursued by experienced investors and funded by success fees and tolls charged to entrepreneurs and investors.

Angel networks* in the US (and in some other countries) are primarily focused on recruiting members and managing deal flow for those members.  Education, social engagement, pitch coaching entrepreneurs and other activities may also be important functions.

(1)   Members are recruited to join the group, appealing to accredited investors with the deal flow and best practices offered by the network.  Members are often required to sign a rules of membership agreement stipulating their expected engagement (meeting attendance, participating in due diligence, annual investment numbers, etc.) and committing neither to “steal deals” nor to solicit entrepreneurs for consulting or members of business.

(2)   Entrepreneurs are solicited to pitch to the group, through websites and other networking activities in the community.   A small group of members or staff pre-screen deals for presentation to the members.  Investor-readiness training is seldom provided by US angel networks.

(3)   Once an entrepreneur has pitched to the members, a due diligence committee of members (and perhaps staff) is initiated, representing the group.  The deal lead negotiates a single term sheet for the round of investment with the entrepreneur.   Once the term sheet and due diligence are complete, the deal is offered to all members of the network for investment.  In some cases, very popular deals may offer a limited investment amount or time, on a first come, first served basis.  Members are investing for their own accounts, consequently members can invest larger or smaller sums, or pass on a deal.

There are several models for managing angel networks, including both member management and manager management.  The angel network does not make investments or recommend investments to members, rather members make their own decisions based on the shared due diligence and term sheets.

Both the BAN and the US network models result in entrepreneurs receiving funding from angel investors.  To outsiders, the models may seem quite similar but, to members and entrepreneurs, the two models are quite different.

*About 20% of US angel groups are organized as angel funds in which monies are pooled in advance of need and members vote up or down on deals.  Generally, the processing of deals by angel funds is similar to US angel networks.

Bill Payne , Angel Investor , Frontier Angel Fund
April 5th, 2013 3

Convertible Debt is Bad For Angels

A couple of years ago, Paul Graham (Y Combinator) tweeted “Convertible notes have won. Every investment so far in this YC batch (and there have been a lot) has been done on a convertible note.”

The truth is convertible debt has not won.  Many sophisticated angel investors and angel groups refuse to invest in convertible debt in seed/startup deals.  Why?  Because convertible debt investment undervalues this very high risk capital.  As Adam Fusfeld has pointed out, there are multiple issues involved in choosing between convertible debt and a shares deal, but I’d like to focus on one – the issue that seems to be most important to most angels – the impact of valuation on returns.

Why is convertible debt so popular?  It is inexpensive to do a convertible debt round.  Plus, convertible debt does stand ahead of all shareholders in case of liquidation.  Personally, I believe it is popular because the press made such a big deal out of Y Combinator and other accelerators doing pre-seed deals using convertible debt.

Note I said accelerators do pre-seed deals….  Yes, most entrepreneurs entering accelerators are pre-seed – and many do a significant pivot while in-house, before graduating.  Most angels invest later, in companies at the seed/startup stage, companies that are pre-revenue (with customer validation) or are beginning to generate revenues.  (Of course angels invest in much later stage deals, as well.)  It is very difficult to negotiate a valuation on a pre-seed deal that is likely to pivot soon while the valuation of startups that are beginning to ramp revenues is more obvious.   Comparing accelerator deals to typical angel deals is really comparing apples (pre-seed) to oranges (seed/startup).

So what is my beef with convertible debt?  The primary concern of most angels is that, if and when our debt eventually converts into equity, it will do so at a valuation that is too high, higher than can be justified for the risk involved in a seed stage deal.  Proponents of convertible debt will counter that the notes stipulate either a cap on the conversion valuation or a discount on the valuation negotiated by the subsequent investor. Unfortunately the conversion cap is seldom as low as the typical valuation of the equivalent seed/startup deal.  The discount, while perhaps as high as 30% off the valuation of the subsequent round, may or may not result in a valuation that fairly rewards the earlier angel investment.  There is no quicker way for angels to reduce their return on investment than to invest in a convertible debt round that eventually converts to equity at a high valuation.

According to Wiltbank, angel returns are very skewed with less than 10% of funded deals providing virtually all the upside return on investment.  It is very important that we angel investors really capitalize on our winners because very few angel investors fund more than 20 deals in their lifetime. Investing in convertible debt which eventually converts to equity at a high valuation reduces the return on that deal, compared to investing at a fair seed/startup stage valuation.  If that deal is one of the few home runs in our portfolio, returns for the portfolio will be radically reduced.

Fortunately, cooler heads seem to be prevailing (regardless of the Paul Graham quote above):  According to the Fenwick and West Seed Finance Survey 2012 just released, we are seeing a significant decline in convertible debt financings and an increase in preferred shares offerings for seed stage of deals.  Hallelujah!

Bill Payne , Angel Investor , Frontier Angel Fund
March 26th, 2013 7

Due Diligence Is A Two-Way Street

Investors regularly confuse entrepreneurs with their various approaches to validating deals prior to investment (a process called “due diligence”).   A few seed stage investors (angels, super angels or seed stage VCs) have coffee with an entrepreneur and quickly learn enough to write checks.  Other investors or groups of investors study deals for months before investing.  Why do some investors take longer than others to make an investment decision?  From whom should entrepreneurs solicit funding?

Many super angels, solo angels and seed stage VCs invest in very narrow business segments because they have an in-depth understanding of these verticals.  These investors can evaluate the opportunity and make investment decisions quickly (measured in days or weeks).  However, if the entrepreneur needs more money than these investors can provide, then the due diligence process may have to be repeated several times to raise sufficient funds.

Angels with a variety of backgrounds and experiences often join angel groups.  Entrepreneurs seeking capital from these groups may need to be patient because it may take 2-3 months for the members of the group to do sufficient due diligence to get comfortable with investing in the deal.  These groups, however, are willing to share due diligence with other interested angel groups and can syndicate larger angel rounds than do some smaller or solo investors.  So, the total elapsed time to close a larger seed or startup round may not necessarily be longer.  That said, most sophisticated angel groups recognize that their time-to-investment is often too long and are working hard to reduce due diligence time.

Two additional factors which may lengthen the time-to-investment for angel groups:

  1. Angel groups must often mesh the due diligence process into the meeting schedules of the group.  If the group only meets bi-monthly and the due diligence process take more than two months, the meeting cycle may impact when the results of due diligence can be presented to the group.  Is this an appropriate delay?  Of course not…but entrepreneurs need to be aware of this possibility.
  2. Most members of angel groups are part-time investors.  They are at a stage of life that golf/tennis, travel and/or playing with their grandchildren are important priorities.  Angels may prioritize their activities somewhat differently than do entrepreneurs, lengthening the time to invest.

A component of the investment process often overlooked by entrepreneurs is the importance of due diligence on investors.  Entrepreneurs should be looking for “smart money,” that is, investors who have sufficient skills, experiences and networks to provide more-than-money to portfolio companies after investment.  Do you like these investors?  Can you work with them over the next several years?  Do they bring real value to your company as you build a high-growth venture?  How do you find out?  Ask for a list of entrepreneurs they have funded in the past five years?  Call each and speak candidly about the post-investment support provided by investors – mentoring, introductions to customers and partners, help in raising additional capital, assistance in teeing up the company for exit, etc.  Find “smart money” by doing your own due diligence.  And, if investors refuse to provide you with the names and contact information for companies they have personally funded…move on.  All legitimate investors will be more than willing to share their references with you.  But…you need to ask.

Due diligence is a two-way street.  Check out your potential investors while they are validating your plan.  And, realize that raising money takes time – more time than either entrepreneurs or investors usually anticipate.

Bill Payne , Angel Investor , Frontier Angel Fund
March 21st, 2013 1

Raising Your Hand as Due Diligence Lead for Angel Groups

Through Rob Wiltbank’s ground-breaking study in 2007, angels in groups learned that collective due diligence on new deals really pays off.  The 538 angels included in this study enjoyed 2.6X returns over the life of their investments.  However, for deals on which collective due diligence totally less than 20 hours, returns were only 1.1X.  But, deals on which angel put in over 40 hours of due diligence (the top quartile) returned 7.1X to angel investors.  Due diligence clearly makes a big difference for angel investors.

Let’s drill down a bit.  Entrepreneurs pitch to angel groups and, for those deals of interest to the members, a due diligence team is formed.  Angel members self-select by volunteering to join the due diligence team.  OK…in some cases members are recruited to join the team, because (1) they understand the business vertical of the target company or (2) they are known within the community to be good at due diligence.  Finally, one of the team “raises his or her hand” and volunteers to lead the due diligence.  Well…perhaps that member’s other arm may have been twisted a bit to take on this due diligence chair position. Read more

Bill Payne , Angel Investor , Frontier Angel Fund
February 27th, 2013 3

2012 Valuation Survey of Angel Groups

This summer I conducted our third annual survey of the pre-money valuation of pre-revenue companies recently funded by angel groups in North America.  Access to our 2010 and 2011 surveys can be found at 2011 Valuation Survey of North American Angel Investor Groups.

We received data from thirty groups of the fifty angel groups from whom we requested data.  For the first time, we asked for data from specific business sectors, as follows:

  • All pre-revenue deals
  • Pre-revenue life science, biotech and medical device deals
  • Pre-revenue software, internet, mobile and telecom deals
  • Pre-revenue energy and clean tech
  • Other pre-revenue deals

We asked each group for their median (middle) pre-money valuation of pre-revenue deals.  For purposes of this survey, companies with less than $200,000 in current annual revenue run rate are to be considered pre-revenue. Read more

Bill Payne , Angel Investor , Frontier Angel Fund
October 16th, 2012 3

Sideways Startups: An Investor’s Dilemma

Editor’s Note: For a great tip on unloading private stock, read this post about how you can donate it.d

One-half of angel-funded companies fail, which is why a winning Investment Strategy for Angels includes diversification. That is, to invest in several companies (rather than a few) each with the potential for home-run returns.  Amidst all the talk of failures and exits, we forget there are actually three possible outcomes for angel-backed startups.  1) Many flop (companies that do not return capital to investors) 2) some companies provide angels with an upside on their investment and 3) some companies go sideways. The latter category of investments appeared, at the time of investment, to be high-growth companies and for a variety of reasons survived, but proved to be no-growth companies –hence, sideways. Typically, angel-funded companies that are going sideways have 1-10 employees and sufficient revenues and earnings to be sustainable, but are not attractive acquisition candidates to larger companies.  Furthermore, while the company has sufficient cash flow to survive, it cannot generate enough cash to buy-out investors, even at initial investment pricing.  Most angel investors hold an ownership position in a few companies that have no exit opportunity. Read more

Bill Payne , Angel Investor , Frontier Angel Fund
July 31st, 2012 1