Now all my deals are closed, I finally have time to catch up on my reading list. A piece that caught my attention was Fred Wilson’s MBA Mondays on Venture Debt. Very succinct overview on venture debt 101, I suggest you check it out. This very condensed article could be a little misleading without further explanation and examples. Enjoy the response from the other side of the table.
Fred’s argument against venture debt in early stage / before profitable
I’m not a fan of venture debt for early stage companies. If the startup is getting the money because of the credit worthiness of my firm and the other firms in the deal, then I’d rather be putting more equity in instead and getting paid for my capital at risk. I’ve told this to every venture debt lender who has come to see me so it’s not a secret how I feel about this kind of funding.
That is Fred’s investing philosophy and I respect that. However, not all companies are that lucky. We often see VCs dragging their feet on follow-on investments because:
- They are not confident that the company can achieve the next milestone (e.g. getting drug approved, scaling up manufacturing, user adoption), while the management team believes otherwise.
- Sometimes existing investors simply tap out or lose confidence, while the company still needs fresh capital to get to these next milestones before they can attract new investors.
This is a case venture debt can bridge the gap. Not all companies qualify, of course. There are several qualitative and quantitative aspects that a lender must be comfortable with in these scenarios.
Venture debt to prevent dilution
It should be noted that there is an obvious counter to Fred’s view from the other side of the table (i.e. the entrepreneur). If a company needs cash and Fred believes in the company, he obviously wants to put more $ in to own more of it. Yet an entrepreneur may want to look into venture debt to avoid that dilution at that time, especially if there are meaningful milestones that will be achieved over the period of time that the debt affords, which would thereby increase overall value and minimize dilution.
Comment from Zack Mansfield (Square 1 Bank). Spot on. Venture debt can be especially attractive to software companies that have gained significant traction and are only a few quarters away from achieving cash flow positive. The technology and market are validated, reaching CF+ is only a matter of sales execution.
Venture lenders are just “dumb” followers… Ouch!
So why do banks loan to startups when they have raised VC but not when they have not? The answer lies in the key understanding about Venture Debt. The banks are not loaning against the credit worthiness of the startups, they are loaning against the creditworthiness of the venture capital firm or syndicate. Basically the banks are betting the VCs will keep funding the company well past the term of the veture [sic] debt loan.
The argument above undermines the complexity of venture debt financing, which is a commonly misunderstood asset class anyways. Sure, there might be some lenders who just look at a bigwig equity firm and immediately give the stamp of approval. However, these guys might as well open an ATM that spits out money based on which VC firms are backing a potential borrower. Not that simple! Let’s further define the statement above for better clarity:
[…] lenders are betting that the company can achieve the next significant milestone so that the VCs will keep funding the company […]
Simply translated, any prudent lender would make an effort to understand the company’s business to make sure that the company can get to the next milestone, as well as determine the value of the company in downside scenario.
Enough criticisms and corrections; now on to his best advice:
It is smart to use debt vs equity when you can absolutely pay the debt back.
Update: John Greathouse wrote a great response to the the AVC article. Check it out.