“Worst case situation we’ll promote to a bigger startup or public firm for about ~$1.5m per engineer.” Sure, this was the ‘fallback plan’ for a lot of crew within the web2 period they usually weren’t improper. Particularly within the early days of cell/iOS engineering, in the event you employed sturdy technical expertise into your early stage firm, you principally created an acquisition final result ground. I used to be on either side of those transactions – shopping for startups for Google/YouTube and angel investing in prime quality technical founders. Typically you’d even get fortunate and obtain inventory within the acquirer, which was how I gained pre-IPO fairness in excessive development stars like Pinterest and Fb.
Beginning our enterprise fund Homebrew professionalized and scaled my insights into comfortable landings. Acquihire potential completely isn’t sufficient in and of itself to justify enterprise funding (we play to win!), however in sure conditions traders do discuss these items as constructive optionality. And through our first few years we leaned in to assist groups discover the proper residence when it didn’t work out for them as an unbiased firm. This produced two profitable intra-portfolio acquisitions the place one crew joined a bigger startup we beforehand seeded (Chime and Bowery Farming have been the patrons) and an entire bunch of different transactions. The proverbial win-win-win: founders bought to land their firm typically with some retention premium; workers bought job affords; and we bought capital again, that even when it wasn’t an influence legislation return, allowed us to recycle into new investments or the present portfolio. I’d say that for a small, two particular person fund we bought fairly good at this movement when wanted!
And now I’m telling you the world is totally different. Very totally different.
In 2023 with few exceptions acquihires are lifeless as we knew them. The vast majority of typical acquirers (giant and small) don’t have incremental headcount funds. Those that do, typically consider they will rent from the open market with out the effort of an acquisition. Money is at a premium so it’s not going to cap tables (most popular or frequent stroll away from the offers with no dinero). In truth, generally acquirers are asking for the remaining money readily available from the startup in an effort to ‘zero out’ the wage burden they’re taking up [HW note: 99.9% of the time my answer is no fucking way]. And after they’re giving inventory to current shareholders as an alternative of money it’s at excessive 2021 valuations, buried beneath a choice stack.
None of this implies we’ve backed off serving to founders in these conditions, however we do attempt to set expectations with them and collaborate with the opposite traders. My private rule of thumb is that to the extent there’s money or invaluable IP nonetheless within the firm, we have to guarantee that we’re good stewards of these property (per above, why I balk at giving up money in an acquisition the place there’s little bidirectional worth trade). However when it comes right down to the forward-looking time of the founders and crew – eg do they really need to go work on the potential acquirer – their alternative value and happiness is admittedly necessary. No founder ought to really feel compelled to join 4 years of earn out distress simply to get their enterprise traders a number of cents on the greenback.
Instances like these name for considerably totally different methods, maybe shifting from the ‘corporations are purchased not offered’ mindset (which could be very a lot true in conditions the place the startup has optionality or no less than aggressive affords). My counterintuitive suggestion is that extra founders ought to publicly announce they should discover a residence when in search of this final result. Put collectively a terrific publish or deck in regards to the state of affairs, high quality of the crew, what they know find out how to do higher than anyone else, and why they’ve had hassle elevating extra capital. Let potential acquirers discover you (who is aware of you may even find yourself with some funding affords). It’s type of a litmus check – in the event you can’t make the argument convincingly in public I’m suspect you’re going to by some means magically determine it out in a quiet, closed door course of. Not in right this moment’s market situations.
Downsides? Emotional I suppose. However actually, “this didn’t work out the way in which we hoped” is the theme track of startups so be a part of the refrain.
Giving up negotiating leverage with a possible acquirer? Once more, probably not on this market. The one method you get to barter is you probably have a BATNA, and my POV is this can improve that chance for 80% of corporations on this place. So go discuss with a number of of your most promising relationships first, however don’t hesitate to go broad whenever you’re not getting rapid traction.
Some VC with an operations crew ought to go construct out the template for this – make it straightforward for founders and normalize this course of, eradicating any stigma. As a substitute of spending your final quarter of existence digging by haystacks for needles, construct a magnet, and pull the needles in the direction of you. If over the course of the following 12 months you see any Homebrew portfolio firm do this out, I’ll let you understand! And good luck, it’s tough on the market.