Inside the Secrets of Sand Hill Road: Term Sheet

5 Qs WITH A DEALMAKER

Scott Kupor has been at Andreessen Horowitz since the venture capital firm launched in 2009. As managing partner, he has overseen the firm’s growth to 150 employees and more than $7 billion in assets under management.

In a new book called, Secrets of Sand Hill Road: Venture Capital and How to Get it, Kupor demystifies the venture capital process by examining every angle — how VCs decide where to invest, what goes into a great founder pitch, and the financial details involved in forming and growing a startup. I recently caught up with Kupor about all of this and more.

Below is an abbreviated version of our conversation. Read the full Q&A here.

TERM SHEET: It’s been a decade since you joined Andreessen Horowitz. What are the most significant, fundamental shifts you’ve seen take place in venture capital?

KUPOR: I think the biggest thing was the whole introduction of seed as a real institutional asset class. It’s hard to remember now, but there used to be these people called angels, and they would write small checks. I think the number is over 500 new seed funds over the last 10 years, all under $100 million in assets under management.

The reason it’s so significant is because, for one, it’s been fantastic in the sense that it encourages a lot of experimentation, which couldn’t have happened without that capital. And two, it changed the competitive dynamic in the industry because you had a whole set of traditional venture firms which always used to be the first money in and now you have this whole group fund of seed funds that come before them. That obviously changes the competitive dynamic, and it’s upped the ante for a lot of people in the industry to figure out what else besides money they can use to differentiate themselves.

What are some of the more obscure but really detrimental mistakes you’ve seen entrepreneurs make during the fundraising process?

People don’t always think critically enough about what is the right amount of money to raise. What we try to encourage entrepreneurs to think about is: Think about what the story is around the milestones you’re going to want to tell at the next fundraise. When you’re raising the Series A round, think about what you’re going to tell your investors at the Series B round. And then you can back into your number.

People often get too enamored with what else is happening in the market and don’t think critically about what’s required of them. As we’ve seen, the problem with raising too much money can be that it raises the expectations for what people think you’ll accomplish by that B round, and then you might find yourself in a situation where you set the bar too high. I think that can be way more crippling to a company than potentially raising a little less at the A round and giving yourself a little more margin of error for that next financing.

You explain that the public market’s role as an important source for companies pursuing large capital raises has diminished. So what is the purpose of an IPO these days?

I still think there’s value. I agree that some of the traditional reasons why companies went public (in many cases, to raise capital) may be less relevant today given the availability of capital in private markets. But I think there’s at least two foundational things that are critical.

One is that it’s increasingly hard as you get later-stage to attract employees without having the liquid RSUs (restricted stock units) that the public companies have. The person who might’ve joined Uber a year ago is probably also looking at Facebook and Google and other companies that have the ability to essentially use RSUs as a form of cash compensation for people. So I think that’s important as you continue to track and retain employees as you grow through stages.

Two, acquisitions have always been important in technology. It’s not impossible to do acquisitions as a private company, but it’s a lot easier to do it with public stock than private stock. Otherwise, we end up fighting not just about how much you’re going to pay for my company, but also how much I believe your company’s worth. So at least we take one of those out of the equation when we have a public price.

And the third thing that’s underrated is the level of discipline that it takes to be a public company is really an important part of the maturation process. Someone recently did an interview with Snap CEO Evan Spiegel, and he talked about this idea of how he didn’t realize the level of accountability that public investors require. It’s easy in the private markets to get lulled into this idea that, yes, quarterly numbers matter, but they don’t really matter because I don’t have this day-to-day report card in the form of a stock price. So I just think from a maturation and operational excellence perspective, we still believe that going public adds a lot of value.

Slack and possibly Airbnb are going public via a direct listing. Why do you think some of these companies are rejecting the traditional IPO path?

KUPOR: Some of these companies don’t need primary capital because they’ve raised significant amount of money in the private markets and they feel very comfortable with the cash availability they have. So why take some of the dilution if you don’t need the primary capital? I think that’s part of the motivation.

The other thing is that a big portion of the IPO process in the old days was a marketing coming-out event for these companies. We didn’t have reporters who would cover them all day, so the IPO process was a way for companies to present themselves to the world. I just think the reality is that Airbnb and Slack and these other companies have become household names because of the level of coverage they get and because they’re things people use every day.

I also think there’s a little bit of a fee motivation where companies just don’t love the idea of paying underwriters 6 or 7%. Of course, the reality is that for these big IPOs, no one’s paying 6 or 7% but they are still paying something. So there’s this view of: “If we can achieve what we want to achieve without dilution, without worrying about marketing, all while doing it more cost-effectively, then great.”

I still believe it’s a rare company that can actually achieve this, because you have to have really good awareness and enough secondary trading where there is price discovery happening. The reason why Spotify worked is there was a very, very active secondary market, and there was not as much of a price discovery problem that the underwriters would normally try to solve.

My personal view is that I still don’t think we’ll see a tidal wave of companies doing this. I still think it will be limited to a very select few, but it will probably have an ancillary benefit of making underwriters recognize that this is a viable alternative for some companies and you’ve got to think about what your real value add is. And I think that’s a net positive quite frankly.

You mention that initial coin offerings could potentially replace venture capital as we know it today. ICOs have somewhat of a mixed reputation with many that have turned out to be scams. What are your current thoughts on whether this is a sustainable model for fundraising in the future?

ICOs are a form of what I call ‘threat financing.’ There’s always this question of: Is venture capital as we know it dead? Specific to ICOs, the SEC has been pretty clear on this and most people agree that if you’re selling a pre-launch token to somebody and you do it other than through the traditional accredited investor and following Reg D rules, then that clearly violates securities law. So I don’t think ICOs in their current form will be the thing that displaces venture capital.

But the broader point I was trying to make is that capital is no longer the scarce resource. That was what characterized this industry for the first 35 to 40 years — capital was limited, VCs had it, and therefore, VCs had more leverage and control in the relationship with entrepreneurs. In the last 10 to 15 years, that’s completely flipped. Capital is no longer the scarce resource, so it’s a wonderful time to be an entrepreneur because there’s so much leverage to be had in identifying capital sources.

So whether it’s crowdfunding or ICOs, if all you are is going to be a capital source, that’s probably not a viable long-term strategy in this business. The industry’s going to continue to get more and more competitive and capital is going to be a non-scarce resource, so you’ve got to figure out what your edge is. If venture capital has value 30 years from now, it’ll have to be because it’s more than just a financing source.

Read the full Q&A here.

VENTURE DEALS

• Highspot, a Seattle-based sales enablement platform, raised $60 million in Series D funding. ICONIQ Capital led the round, and was joined by investors including Sapphire Ventures, Madrona Venture Group, OpenView, Salesforce Ventures and Shasta Ventures.

• WorkSpan, a Redwood City, Calif.-based ecosystem cloud platform, raised $27 million in Series B funding. Redline Capital led the round, and was joined by investors including Mayfield and M12 Ventures.

• LevelTen Energy, a Seattle-based renewable energy procurement platform, raised $20.5 million in Series B funding. Prelude Ventures led the round.

• AnyRoad, a San Francisco-based enterprise data platform for experiential marketing, raised $9.2 million in Series A funding. Andreessen Horowitz led the round, and was joined by investors including Rally Ventures and Precursor Ventures.

• Fluree, a Winston-Salem, N.C.-based blockchain data technology startup, raised $4.73 million in seed funding. 4490 Ventures led the round, and was joined by investors including Revolution’s Rise of the Rest Seed Fund.

• Moleaer, a Torrance, Calif.-based maker of industrial-scale nanobubble generators, raised $5 million in funding. ADM Capital’s Cibus Fund led the round, and was joined by investors including Energy Innovation Capital.

• Office App, an Amsterdam-based advanced tenant and employee experience platform, raised 4.3 million euros ($4.8 million) in Series A funding. Join Capital and Signa Innovations co-led the round, and were joined by investors including Pi Labs.

• Owlin, a Netherlands-based fintech company, raised $3.5 million in Series A funding, from Velocity Capital Fintech Ventures.

• Damon Motorcycles, a Canada-based motorcycle maker, raised $2.5 million in seed funding. Investors include Round 13 Capital, Techstars, Extreme Venture Partners and Pallasite Ventures.

• Augnet Limited, a London-based technology startup focused on the SMS and messaging space, raised £1.3 million ($1.6 million) in funding. Triple Point Venture Fund led the round.

PRIVATE EQUITY DEALS

• Providence Strategic Growth made an investment in ThreatConnect, an Arlington, Va.-based intelligence-driven security operations platform. Financial terms weren't disclosed.

• Alogent, a portfolio company of Battery Ventures, acquired FinanceGeniusTM, a suite of lending software, from IntelliEngines, Inc.

• Edward Don & Company, which is backed by Vestar Capital, acquired Shervan Colonel Equipment Corp, a Las Vegas-based designer and installer of kitchens. Financial terms weren't disclosed.

• MAS, which is backed by Growth Catalyst Partners, acquired BeSide Digital, a Brooklyn, N.Y.-based studio and lab focused on bespoke design, engineering and production. Financial terms weren't disclosed.

• Latham Pool Products, which is backed by Pamplona Capital Management and Wynnchurch Capital, made an investment in Narellan Pools, a pool supply company. Financial terms weren't disclosed.

• WindRose Health Investors recapitalized Lykan Bioscience Holdings, a provider of logistics solutions for pharmaceutical and biotech companies focused on cell and gene therapies. Financial terms weren't disclosed.

• Fortis Solutions Group, a portfolio company of Main Post Partners, acquired Label Technology Inc, a Merced, Calif.-based developer of pressure sensitive labels and flexible packaging solutions. Financial terms weren't disclosed.

• Providence Strategic Growth made an investment in ThreatConnect Inc, an Arlington, Va.-based provider of an intelligence-driven security operations platform. Financial terms weren't disclosed.

OTHER DEALS

• Ascensus acquired United Retirement Plan Consultants, a Dublin, Ohio-based third-party administration firm. Financial terms weren't disclosed.

IPOs

• Fiverr International, a Tel Aviv-based online marketplace for freelancers, plans to raise $100 million in an IPO of 5.3 million shares priced between $!8 to $20. It posted $75.5 million in sales in 2018 and loss of $19.3 million. Bessemer, Accel, and Square Peg back the firm. J.P. Morgan, Citi, BofA Merrill Lynch, and UBS are underwriters. It plans to list on the NYSE as “FVRR.” Read more.

EXITS

• Goldman Sachs Group Inc. will buy Capital Vision Services, a Vienna, Va.-based operator of optometry practices, from Altas Partners LP and Caisse de dépôt et placement du Québec. The deal values the company at $2.7 billion, including debt.

• Tonka Bay Equity Partners sold AppleWhite Dental, a Dubuque, Iowa-based dental services organization, to Cordental Group Management. Financial terms weren't disclosed.

FIRMS + FUNDS

• GenNx360 Capital Partners, a New York City-based private equity firm, raised more than $298 million for its third fund, according to an SEC filing. The target is $800 million.