VCs hammer entrepreneurs: dreaded “down rounds” surge

hammeredVenture capitalists have tightened the screws on entrepreneurs, scooping up much larger chunks of ownership of companies in return for investments.

During the second quarter of the year, VCs pushed company values down 46 percent of the time when they invested, when those values are compared to the value of the company’s previous round. That valuation is used to determine how many shares VCs get from the company in return for their money. The lower the value, the more ownership VCs get, and the less is left for entrepreneurs. The “value” is negotiated between the VCs and entrepreneurs at the time of the deal.

It is the blood sport that makes up Silicon Valley.

The latest data comes for a survey by Silicon Valley venture capital firm Fenwick & West. The data shows that the percentage of down rounds remained the same as during the first quarter. The only difference is that more deals were actually up during the second quarter (32 percent) than they were during the first quarter (25 percent). But the past two quarters are the only quarters since 2003 — after the big Internet bubble burst — in which down rounds have exceeded up rounds.

fenwick-west-venture-capital-surveyThese so called “down rounds,” which refers to when a company is valued lower than it was during its previous fundraising round, usually only happen when a company is no longer showing the same promise as it was before. But in years like this — a time of significant economic recession, and depressed stock market — there’s a double whammy that hits, and even well performing companies get hammered by their investors.

The first whammy is that VCs are so busy trying to shore up their existing investments that they devote less time and money to new investments. As cash is conserved, it means there’s less supply, giving the VCs an upper hand when negotiating new deals with entrepreneurs. But second, the VC firms themselves are raising less cash from their own investors, meaning that they are slowing down their investment pace — which results in still more cash being taken away from supply.

Barry Kramer, a Fenwick lawyer responsible for the study, said that if the Nasdaq continues to improve, valuations will get better. A more robust stock market means that large companies such as Intel, Yahoo, Oracle, Google and Cisco will be more ready to start acquiring companies. That gives VCs more liquidity — which in turn frees up their cash and their time. That in turn would result in more generous deal terms.

Some perspective: The survey, which was first started in 2002, shows that down rounds made up 73 percent of all deals in the first quarter of 2003, which is the highest level on record. That number gradually fell over subsequent quarters, to 56 percent in the second quarter of 2003, and to 53 percent in the third quarter of that year.

The latest results, for the second quarter of this year, also revealed the following:

  • The average price decrease of 6% for companies receiving venture capital in 2Q09 compared to such companies’ prior financing round. This was a slight decline from 1Q09, when the Barometer registered a decrease of 3%.
  • There were 67 acquisitions of venture-backed companies in the U.S. in 2Q09, for a total of $2.6 billion, a decline from 70 transactions totaling $3.4 billion in 1Q09 and a significant decline from the 89 transactions totaling $6.5 billion in 2Q09. This was the lowest dollar volume of acquisition transactions since 1999.
  • Much more here.

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About the Author, Matt Marshall

Matt Marshall is editor and CEO of VentureBeat. Follow him on Twitter at @mmarshall, and follow VentureBeat on Twitter at @venturebeat.

  • leec
    Would be interesting to see any data showing correlation between down rounds and market space a start-up was targeting. For example, is one market segment experiencing more down rounds than another, implying weaker confidence, potential or results in that segment. E.g. social networks vs. chip start-ups.
  • Down rounds are also bad for entrepreneur and senior management morale. What does it profit a VC if they get a higher percentage of the company, but less productive and engaged senior management?
  • Interesting. But high price != good and low price != bad. It's hard to generalize like that.

    A down round may be a tool to wipe out tapped-out VCs or tired strategics or owners of common with no relevance to the current business. It may be a reflection of market prices. It may be the only way to save a business.

    I think the question left unasked is how many options were granted to founders/management in those rounds. The fact that it's a down round does not necessarily mean that founders/management are worse off or less motivated. I haven't seen many down rounds without an ESOP refresh. New and existing investors want the entrepreneur to remain committed and motivated. Anything else would be foolish.
  • Max, a great point. The bottom line is getting the right amount of capital to grow the business with incentives for the entrepreneurs that make sense. This can be done in the context of a down round, especially when earlier valuations got ahead of themselves. If incumbent management can't see the forest for the trees and shun fresh capital from good investors because it is "a down round," then that is a bad sign in and of itself. And good investors won't jam management such that their ownership stake becomes insignificant; that would be insanely short-sighted.

    In short, deals need be judged on their individual merits. Whether a round is down or not does not indicate good or bad. The issue is much more textured than that.
  • kahl
    What about the baby boomers; the guys that have had the ideas, the businesses, the losses the sells and the guys with new ideas that will sell. Are there any balls for VC left?
  • Publius
    Down rounds coupled with 3X liquidation preference, cumulative dividends, etc. are popping up like 'shrooms in s**t (as my hippie friend would say). I know several entrepreneurs not willing to take these deals, since ALL of the winnings end up going to the VC in these scenarios. Founder Options are merely "Monopoly money" with no value in these cases, which entrepreneurs can see through when pitched as "incentives." Are there any "good" investors left?
  • @inforarbitrage and @max ... great points. Yes, it is about getting the right amount of capital to grow the business and ensuring the team that is charged with growing it is incentivized properly. The structuring of the round takes this into account while establishing pricing and terms to attract the investor to put in the right amount of capital. Complex, but necessary.
  • Yeah, the entrepreneurs don't necessarily get hammered - it's the other VCs much of the time. http://jason.mn/J is a blog post that i wrote about the subject.