M&A – it ain't over till it's over

The economy is clearly slowing down and the IPO market is nonexistent.  As I have always said, this is the time to hunker down and tweak your business to get your model right.  If you are interested in exiting today, M&A continues to be the only viable path along that front.  Having been through a number of acquisitions and potential acquisitions through the years, one point I must remind you of is that any deal isn’t over until its over.  On the surface, this seems so obvious.  And yes, once a term sheet is signed and a price and general terms are agreed to, you are in great shape.  But recently, through discussions with other VCs and entrepreneurs, I am hearing about more situations where strategic buyers may significantly change the deal terms after more serious due diligence or even potentially walk away from a deal.  This can be especially painful if you have spent a number of months meeting with the strategic and going through due diligence in lieu of running your business. Trust me, this happened to one of my portfolio companies last year and reasons cited can include we had a change of strategic priorities and or look at the economy, there is no way we can value you like we did when we started the deal.

While I can offer you no protection from this happening to you, all I can say is to be prepared and skeptical, be willing to walk away, and make sure that you both do enough diligence and meet with the right decision makers before you sign any term sheet and embark on the extended process.  Once the term sheet is signed, run like hell to get the deal closed because the longer a deal lingers the more opportunity there is for it not to happen.  Keep the hammer down and always have next steps and a defined timetable.  In addition, to the extent that the strategic acquirer has made other aquisitions in the past, I would try to leverage your personal network to reach out to some of the VCs or entrepreneurs involved to get a flavor for how the strategic will run their due diligence process and what doozies or surprises the strategic throw at you.  Before you start spending your money from the acquisition, remember there is a lot that can change and that probably will change so keep that in the back of your mind as you go through the process.

Your reputation matters – how to handle reference calls

The world that we live in trades on reputation.  What that means is that eventually whether you are raising capital or landing new customers, your references will matter.  If you are an entrepreneur, a VC will want to do some deep reference checks on you and also on any major customers or partners.  If you are trying to land that big customer, naturally the sales propsect will ask to speak with other customers to get a better understanding of the technology and your service.  How you handle and manage these reference calls is crucial to moving to the next step in a funding round or to closing a sale.  I have seen some entrepreneurs take the nonchalant approach, feeling quite secure in their relationships, and freely passing on contact information for their personal references and partners/customers.  Many times these calls will turn out just fine but there is still a big chance that they might not turn out as planned.

In my opinion, the best way to deal with reference calls is to carefully manage the process.  First, I would identify the 4 or 5 best references (customers/partners/personal) and have a call with them to make sure they are willing and have the right attitude and to pre-screen them with questions to make sure they convey the right information to the interested party.  Secondly, I would make sure that you don’t inundate your references with too many calls as they may tire of helping you after awhile.  Finally, I would also set expectations and be quite clear with the VC or potential customer about what to expect from the call.  For example, I was talking to a CEO yesterday, and he mentioned that our strategic partner would take a call from a VC but that the partner was not the most effusive individual and would clearly state the facts but nothing more.  Well, if that is your only reference for that partner, make sure you convey this to the interested party to set expectations (see my earlier post about that). 

As a side note, a couple of my portfolio companies gave pretty big discounts to their first customers but also made sure that as part of the deal they would serve as lead references for other prospective customers and for VCs.  The discounts got the customers to take the leap of faith to buy the portfolio companies’ products and also got them quite excited to freely promote our technology to others.  The point is that you should always think about your reputation, who will be your best reference, and then to cultivate them to really make sure that they can help you grow your business.

Raising capital and meeting expectations

What I like to tell portfolio companies is that on average it will take 6 months to raise capital with some cycles being shorter and some being longer. Given that, it is imperative for a company to start thinking about its next round well ahead of time and the milestones it needs to hit to have the right momentum to get potential investors excited. One area that I would like to caution entrepreneurs is being too aggressive on the milestones and revenue forecast, particularly in the near term.

Let me explain. Like any other VC, I love to invest in companies going after big markets with huge revenue potential. That being said, I also like to see plans grounded in reality as well. Rather than get me excited, showing a revenue ramp from $1mm to $17mm to $65mm will actually do the opposite for me, raising more questions and concerns than general excitement. Along those lines, it is also imperative that when you share your plans with investors that you are pretty confident that you will realize your milestones or hit your numbers in the next 6 months as investors like to see if you can deliver on your promises. One cardinal sin is being overly optimistic in the near term and falling flat on your face in the due diligence process. It is much better to position yourself in a way that you can meet and exceed expectations during the due diligence process than the other way around. When this happens the rest of your forecasts become more believable.

Developing your way to success or failure…

During the last month, I have been in board meetings and thinking to myself about what was going well and what wasn’t.  And when the discussion came to revenue, one common theme that always seemed to surface was a focus on the next product.  What I mean is that when discussing why our current product wasn’t selling as well as it should have or getting as many users as projected, the answer was always focused on the next product or feature.  Granted, I have always believed that one needs an insanely great product or service to generate sustainable revenue and that constant iteration is key to success.  However, it is also important to understand why a current product or service is or isn’t doing as well as you thought.  In addition, entrepreneurs must also think about how they are going to get the product to the market and come up with the right messaging.  I have seen a number of situations where entrepreneurs can get too focused about developing and releasing the next product or feature without spending as much or even more time and resources in getting it out to the market.  Then when management and the board sit down to evaluate what went wrong, the answer seems to be that people clearly didn’t care.  That can be a huge failing because the product or service may actually be phenomenal but just may have had no marketing or support in reaching potential customers.

So my advice is that before you place all of your bets on the next product or feature, make sure you put enough effort into crafting the right message and value proposition and that you put just as many resources into getting it out to the market.  In other words, give your product a chance to succeed and don’t starve it to death.  Constantly developing new technology without having a well-thought out plan to get it to market can spell doom!  Developing your way to success can work only if you realize that it is only part of the battle.   

Direct ad sales and startups

I have recently met a number of startups with interesting consumer applications or services.  As expected, many of these startups have a vision to rely on advertising to pay the bills.  And like many startups, a number of these companies have plans to add a direct ad sales staff over time.  That makes a ton of sense, but what I believe is that many entrepreneurs underestimate the direct capital and management costs necessary to build such a team.  In many ways, building a direct ad sales team is similar to building an enterprise sales team.  These thoughts may seem quite basic to you but here they are nevertheless.  First, don’t ramp up your sales team too quickly until you have a product to sell.  That means if you don’t have scale or enough eyeballs you are better off using Google Adsense.  If you don’t heed this advice you may quickly burn yourself out of business.  Secondly, I know that many startups may not know what kind of ad units to sell but be careful of not having a standard product list or rate sheet when you go out to the market.  Yes, I know you have to be creative if you have a new service and listen to your customers, but at the same time don’t base your business on selling one-off ad units for each advertiser because this can be a huge drain on your technical resources over time.  Next, make sure you never forget that what is right for your users is right for your business.  Many times I have seen companies that are trying to meet the advertiser’s inventory requirement make the ads much too prominent and sacrifice usability in the long run.  While this may drive some initial short-term results, it may come to bite you in the ass in the future. 

The bottom line is that Google Adsense works well for a reason-it has scale-it has tons of eyeballs, it has a huge customer list of advertisers, and is therefore more likely to get you great pricing and ad targeting.  Yes, I don’t disagree that over time you want your own sales team and don’t want to solely rely on one partner for your revenue, but just go into this with your eyes wide open and don’t ramp up before its time.  The direct costs, management costs, and hidden strains on your infrastructure may be more than you can handle if you ramp up too quickly.  Start slowly, figure out what it is that advertisers love about your service or product, figure out what kind of units deliver the best results, and then ramp.  Here is an earlier post on ramping up an enterprise sales team as there are many similarities to direct ad sales and direct enterprise sales.

The economic headwinds are getting stonger

I was waiting for this day to happen.  Each day I go online and also glance at the newspaper, and there is nothing but bad news.  And yes, it is true that some of the best technology companies were built when the economy was at its worst.  And I always like to think that it takes a little longer for some of these negative effects to trickle down to smaller companies and startups.  Just the other day, I got the call from one of my portfolio companies which had won a huge deal last month.  We were waiting for the purchase order and the dreaded call came: "You still have the deal but our CFO needs us to cost justify every dollar we spend on IT – the deal will have to wait until next quarter."  That definitely put a kink in our plans and also caused us to adjust our Q1 forecast.  Fortunately, many of us had been through this before and management had prepared alternative plans based on various growth rates at our last board meeting.  We had a base case model which we were running our expenses on, an upside model which we had hoped we would achieve, and a lower growth scenario which we would have to implement if bookings did not materialize.  I know that this is one data point but all I can say is that if you have not done so already, prepare a few different models to make sure you can make appropriate changes to your business to conserve cash.  I won’t say that we are in a recession but if we get more data points on spending freezes, layoffs, and the like, it is only prudent to be prepared.  And yes, as I stated above, while some of the best technology companies were built when the economy was at its worst, they would not be here today if they weren’t standing when the markets rebounded.  That means that you have to rationalize your business and put more resources behind what is working and not spread yourself too thin.  That means if you are raising another round of funding try to raise more capital rather than less – focus on having about 18 months of fresh dollars to see through the other side.  Finally, stay strong and keep your head up because if you follow the above advice you will have a much stronger business when the markets rebound.

The "free" business model

Chris Anderson does a nice job of summarizing the rise of the "free" business model starting with the Razor/razor blade to the world of the web where he argues that all services eventually get priced at their marginal cost. And as Chris rightly describes, that price is quickly going to zero in a world of technology where Moore’s Law continues to hold and where storage costs are declining rapidly. 

Among the many great examples in Chris’ article, the one paragraph that stood out most for me follows:

There is, presumably, a limited supply of reputation and attention in the world at any point in time. These are the new scarcities — and the world of free exists mostly to acquire these valuable assets for the sake of a business model to be identified later. Free shifts the economy from a focus on only that which can be quantified in dollars and cents to a more realistic accounting of all the things we truly value today.

In a world where everything is free, what is the most valuable asset?  I couldn’t agree more that "attention" and "time" are two scarcities that every company offering "free" services has to overcome.  There is only so much time in the day for all of us to join another social network, add a new widget, and try out a new web service. And this fight is not only for a consumer’s web time but for their overall leisure time – time to spend with their family, time for sports, and time for entertainment.  Given this competition for such a finite resource, you better have something incredible for me to try which will either provide awesome entertainment or provide an awesome utility that gives me a 10x improvement over existing ways of doing things.  Without that, I am sure you will get people to sign up and try your service, but I doubt you will have many active users 6-12 months down the line.

And my final point is that "free" is great and what consumers expect many times, but at some point in time dollars do have to come from somewhere whether it be venture capitalists (who will surely expect a big return on their investment), advertisers who will expect the same, or some other source of capital to sustain the business.  So in concept I agree with the notion that the world is getting cheaper by the second, but on the other hand don’t forget Chris’ points that free only means that dollars do eventually have to come from somewhere to pay the bills.  Oh yeah, one other point-as we move to this world of free, there will be lots of carnage and the road will be littered with many dead companies, as only a small percentage in a growing pie will be able to make this model work and viably consume your time and attention to deliver the money.

Top tech M&A advisors for 2007

I just got the 451 Group’s summary on the top M&A bankers for 2007.  As with 2006, Goldman Sachs was #1 on the list.  Take a look:

Top five overall advisers, 2007


Adviser Deal value Deal volume 2006 ranking
Goldman Sachs $79bn 43 1
Credit Suisse $75bn 29 3
Morgan Stanley $74bn 29 6
Citigroup $61bn 23 5
Lehman Brothers $56bn 21 4

Of course if you break down the numbers, you can see that the average deal size for all of these banks range from $1.75 to 2.75 billion.  Let me translate back for the startup community.  As I have written before, I am a firm believer that companies are bought, and not sold (see an earlier post).  In other words, I am not a fan of hiring a banker to shop a company around but rather find it better when a portfolio company receives an unsolicited offer and you then bring a banker in to leverage that bid to create a more competitive situation.  Assuming you are in this position, every startup I know says, "Let’s go get Goldman or Morgan Stanley."  While in theory we would all love to have these guys as advisors, the chances are that you are not going to get them on board.  First, they typically have high minimum thresholds of exit value typically in the $300mm plus range and secondly even if you fit that criteria you may not get all of the attention you need since a $5 or $10 billion dollar will clearly trump yours.  What I would advise is that you find a banker that has the recent experience selling companies in a price range that you are seeking, will give you the PERSONAL attention that you need to make the transaction successful, and has the network to reach out to the right people on a timely basis.  Based on my experience, I have found that some of the firms like Thomas Weisel Partners and Jefferies Broadview who are not bulge bracket but with strong reputations in the technology markets can be a good fit.  I am sure there are many other great firms that I am missing but you get the idea.

What a Microsoft Yahoo deal would mean for startups (continued)

What a great move by Microsoft! This has been floating around for awhile and the last time I wrote about it was in May of 2007. Anyway, I thought I bought at the bottom for Yahoo months ago in which case it fell another 25% from there. When I saw the news this morning I was quite happy to sell my shares and make a slight profit. As we all know when it comes to the Internet and advertising, scale matters. What this potential deal could mean for startups are two things. One, when Microsoft finally integrates its 3 or more advertising platforms with Aquantive, adcenter, and Panama, they may just be able to offer startups a decent or even better alternative to using Google Adsense to monetize their inventory. Secondly, that huge collective sigh you are hearing is one that is based on the fact that there will be one less independent multi-billion dollar acquirer for the thousands of startups out there. In fact, this integration could take awhile and take Microsoft out of the running in the near term as well. So if you are a startup depending on a quick flip, I would do what you were always supposed to do – focus on your fundamentals and figure out how to build a real business. In addition, given the uncertain economy, I would be very careful on ramping up your business too quickly unless you have the results to justify your growth in fixed costs. Moving on, it will truly be interesting to see how Microsoft integrates Yahoo and what parts of Yahoo it decides to sell like Kelkoo or kill like possibly Zimbra. All I know is that there have been lots of senior Yahoo resumes on the street so it will be interesting to see where they all end up.

Greenplum closes on $27million round of financing

Congratulations to Bill, Scott and team on our new $27mm round of funding led by Meritech and including Sun Microsystems and SAP Ventures.  You guys have been pushing the envelope since I have known you and delivering some spectacular results to boot.  It is nice to see our team and product get validated with a significant round of funding so we can continue our battle to bring our customers a better, faster, and cheaper way to access and analyze massive volumes of data.  When we made our first investment years ago, our fundamental bet was that a new approach was needed to deal with exponential data growth driven by network computing and internet applications.  We certainly had some fits and starts tackling this data problem by utilizing a software-only approach built on top of open source software and delivered on commodity machines, but with this funding and our continued customer momentum, we are certainly on the right track.  For more on this investment, read the following quotes from Jonathan Schwartz, CEO of Sun Microsystems, and Nina Markovic, head of SAP Ventures:

"Alongside Sun’s acquisition of MySQL, our investment in Greenplum is further evidence of our commitment to the open source database community and marketplace," said Jonathan Schwartz, CEO and president, Sun Microsystems. "Postgres has been a critical part of our support offering to customers, and Greenplum’s leverage of Postgres to disrupt the proprietary vendors with breakthrough business intelligence solutions creates opportunity for their investors, and more importantly, our mutual customers."

"We invested in Greenplum because we’re seeing a growing demand for scalable database technologies to support analytical and data-driven applications," said Nino Marakovic, head of SAP Ventures. "From a technology perspective, the Greenplum database is very strong and complementary to our offerings. We share the vision of enterprises harnessing ever-growing data repositories to make optimal business decisions in real time."