Unbundled Capital

The way we talk about fundraising is wrong. Specifically, I don’t think that founders sell equity when they raise money. It’s the other way around - founders use their equity to buy capital from investors.[1]

Investors know this, which is why they spend so much time and money on marketing.  That marketing makes it clear that money isn’t enough to win deals, at least not the competitive ones. Investors make a big fuss about their ability to advise companies, their ability to help companies hire, and their ability to help companies raise future funding rounds. These capabilities can all be real, but, if a founder is valuing any of these items as worth more than 0, then each is worth some amount of equity.

Think about it this way: if all the founder needed was cash, then the smart thing to do would be to optimize for the least dilution to get the money needed. If the founder needs cash + advice, then the founder should figure how much dilution he needs for the cash, and how much dilution for the advice. The founder would keep doing this until he’d assembled all the required capital and services to grow the company.

For instance, the founder could say “In this next round, I need to buy capital, a brand, a board member, and help with the next round. I’m willing to spend 14% of my equity on the capital, 2% on the brand 2% for the board member and 1% on help with the next round. That means I’ll sell 20% of my company in this financing.” Founders are doing this implicitly when they pick a given investor over another because of “brand,” but it should be explicit.

This calculation will change for different founders at different stages. An experienced founder may not need help from a board member or care about the investor’s brand. This founder may decide she only needs capital, which is worth 12% of her company. That’s all she should sell in the round.

A less experienced founder that knows her next round is likely to be difficult may put a premium on the brand of the investor and the investor’s ability to help pull a round together. If each of these is worth 3%, and the market price of the cash is 15%, then the dilution on the round is 21%.

Once you reframe the fundraising transaction this way, the current model breaks down. The natural next question is to ask why any of these elements should be combined inside of a given investor in the first place. Founders should unbundle these items. This would have been extremely difficult in the past, but the market has evolved. There are now specialists at each of the things that the founder may need from outside parties. These specialists do not necessarily work as VCs. Founders should be able to pick and choose the best of each of these specialists at the best price, rather than averaging them out just to buy some dollars from an investor.

This is the fourth in a set of essays drawn from watching the interactions between investors and founders during several hundred Series A and B in the last few years (The first three are https://blog.aaronkharris.com/abundant-capital, https://blog.aaronkharris.com/distributed-capital and https://blog.aaronkharris.com/conflicted-capital). If you are wondering how this dynamic impacts your company, please reach out at [email protected]


[1] All transactions are bidirectional, but founders use their abundant resource - equity - to buy scarce resources - mainly cash.