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Hi, I’m Brad Feld, a managing director at the Foundry Group who lives in Boulder, Colorado. I invest in software and Internet companies around the US, run marathons and read a lot.

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Announce Your Financing In Conjunction With Your Form D Filing

Comments (86)

I’ve always had mixed feelings about the importance of a company announcing a financing in the absence of any other activity. “Dear World: We Just Raised $X From Investors A, B, and C.” Ok, but so what?

In my book, there is only one real reason for this – to attract new potential employees: “We’ve just raised $X and are hiring 20 people including types A through types Q – see our jobs page at jobs.companyname.com and apply now.”

Unfortunately, very few funding announcements are focused on this for two reasons. The first is the stupid one – many entrepreneurs get tangled up in the ego dynamics of a financing (“look ma – we raised money’) and lose sight of the notion that raising money is just one tiny step on the path to success. In my book, once you’ve completed a financing, take a deep breath, tell everyone in the company so they know how much money is in the bank, and then get back to work creating amazing things for your customers.

The second is less stupid, but is something I see over and over again, even with companies we are investors in (and we know better). When you do a financing, you file something called a Form D with the SEC. This process is fully automated which means it is easy for our friends like Dan Primack at Fortune to see any new filings that are made. Dan was one of the first people I knew who regularly published Form D info – it’s now spread widely across most of the VC-based publications, but I’ve give Dan credit for being the most diligent with this (and with many other things he reports on.)

Once you’ve filed your Form D, the data is available on Edgar with a simple search. There are other ways to get it as well since there are plenty of services that republish Edgar data with a better UI for searching. Regardless, the info on Form D is out there on the web.

Some VCs I know claim that you don’t have to file a Form D. Having researched this, I think it’s a dumb move. Most credible attorneys that work with corporate securities, especially those in the VC industry, will insist that you file a Form D if you have more than one investor, or if you have investors in more than one state. In our world, we just tell companies we invest in to file it and not worry about it.

This takes us back to the beginning of the post. For some reason, some companies want to keep their financings quiet. That’s fine – just file your Form D and say nothing about it. It’ll get picked up in the daily VC publications, like Term Sheet and VentureWire. Maybe it’ll end up on TechCrunch if you’ve got some famous investors that they like to write about. And, if your local paper is on the ball, it’ll show up there also. But it’s meaningless – “Joe’s Company Raised $X From Investors A, B, and C according to a filing with the SEC.” Next.

But if you are going to announce your financing, do it right – in conjunction with your Form D filing. Have your jobs page up. Make it clear that you are hiring. If you have substantive stuff to announce around the financing, say an acquisition, a major strategic partnership, or a new product release, announce it at the same time. Substance matters here – the more the better.

Make your noise for a day – and then get back to work creating amazing things for your customers.

SayAhh Has Shut Down

Comments (23)

Our friends Dick and Jane have decided to disband their company. The last two months had been tough for Dick and Jane – each of them felt the other wasn’t living up to their commitments. Praveena was working hard on the product, but as she observed the tension mounting between Dick and Jane, she started answering calls and emails from the recruiters who had been hounding her since she left her previous job.

One night, a few weeks ago, Dick finally acknowledged to Jane that he was feeling incredible financial pressure. Dick and his wife Mary never really had agreed that Dick should take the plunge and start SayAhh. Dick was struggling to admit that he wasn’t fully committed to this path, even though he had been really excited about starting the company. While he was taking a salary, it was modest, didn’t cover his monthly expenses, and the combination of financial and daily work pressure were causing a lot of friction at home. Dick told Jane that Mary was being awesome and that she’d keep being supportive, but it wasn’t working for them as a couple.

Jane was surprised but calm. She felt it was important to bring Praveena into the loop since since they were all partners now. Over dinner, Dick, Jane, and Praveena discussed where they were at and how Dick was feeling. Praveena acknowledged that, while her relationship wasn’t causing any stress (she was involved with the founder of another company) she was having a lot of trouble working in the unstructured environment of a startup. She admitted that she was having serious conversations with a very large technology company in town about joining them as a PM for a product she was really excited about. Dinner went on a long time, had a lot of emotion in it, but ended without any specific resolution.

Jane didn’t sleep at all that night. She couldn’t believe that she’d missed these signals with each of her partners. She thought they were each as committed to SayAhh as she was. She went through a huge range of emotions dominated by anger, frustration, sadness, and depression before getting a clear grip on what she wanted to do just as the sun started coming up. A mentor of her’s once said “don’t ever make a final decision when you are tired” and she wanted to heed that, so she decided to tell Dick and Praveena what she was thinking when they got to the office, but leave it open for a final decision through the end of the weekend.

The conversation in the office was anti-climactic. Each of the partners had the same sleeplessness night and they all shared that as hard as it was to admit, they didn’t feel like they could go forward as a team for various reasons. It was not an angry conversation, but it was a sad one. But honest. They agreed to disband for the weekend (it was Thursday), have a long, quiet time thinking over what they wanted to do, and get back together first thing Monday morning.

On Monday, at 9am, Dick, Jane, and Praveena decided to shut SayAhh down. Dick had already talked to his previous boss who welcomed him back if he wanted to come back. Praveena had gotten a final offer from BigTechCo which she had a week to accept. And Jane had decided that she wanted to keep working on a startup, but wanted to hit reset, find different co-founders, and take more time making sure the idea was sound before they started spending any money.

They had $32,000 left of the original $70,000 in the bank after paying off all of their bills. The founders decided to split the remaining $32,000 between Jane and Praveena based on their capital investment, so Jane got 5/7ths and Praveena got 2/7ths. Jane took on the task of winding everything down, sending out notes to all of the people who had helped them, and Dick, Jane, and Praveena agreed to collectively hold their heads high, stay friends, and be glad that they called it quits before things spun out of control.

Kauffman Sketchbook: Where Do Entrepreneurs Get Their Money?

Comments (269)

My friend Paul Kedrosky – who spends some of his time as a Senior Fellow at the Kauffman Foundation – has a thoughtful short video (as part of the Kauffman Sketchbook series) on where entrepreneurs get their money. While it’s easy to get confused and think that VCs are the center of the financing universe, Paul reminds us that most entrepreneurial companies are funded by the entrepreneur’s savings, cash flow, credit cards, friends, and family.

It’s a creative three minute video with plenty of meat to it.

Don’t Forget To Bootstrap

Comments (104)

I recently spent some time with a long time friend and entrepreneur who I’ve funded in the past. He’s working on a new company which I think is really neat and I’m already a user of. He called me for feedback on his fundraising strategy as well as to see if it’s something that we’d be interested in investing in.

It’s outside our themes and different than the type of business we invest in. Given our long relationship and the fact that he’s an awesome entrepreneur, I squinted hard at one of our themes, turned my head sideways, and decided to take a look. We spent a few days applying our process to it (each partner touches it and we give each other real time qualitative reactions) and quickly realized that it really wasn’t something for us as it was far outside anything that we felt like we could help much with beyond money and moral support (which my friend is going to get from me anyway.)

So – I sent my friend a note with my explanation for why we are passing. I offered to help with introductions because (a) he’s an awesome entrepreneur, (b) it’s a very fundable business – just not by us, and (c) I have a lot of confidence that he’ll build a successful business and there are several VCs who I know that I think would like what he’s working on.

His response was dynamite. It was

“No sweat. I knew it was a longshot, so I appreciate you even considering it. I know how many deals you have to pick from.

I’d like to take you up on your offer to help us get funded, but I have a better idea … help us avoid the need for funding (700 clients gets us to profitability).”

He then went on to detail a handful of things he’d like me to do assuming that I’m a happy user of his product. All of them are easy, low maintenance for me, and in several cases actually benefit me.

I love that my friend is much more focused on ramping up his customers than raising money. It’s easy to get lost in the soup of “X company raised $Y” and forget that it’s not about fundraising, but building a business. When I think of some of my favorite TechStars companies, such as Occipital, they bootstrapped for several years before raising any money (well documented in the book Do More Faster) and even then could have easily built their business without raising any money.

Don’t forget to bootstrap.

Using Veri to Understand Term Sheets

Comments (55)

For some time Jason and I have felt that VC’s have had an unfair advantage when it comes to understanding term sheets. So a few years back we wrote a whole series of blog posts (the Term Sheet series) which became the basis for the book Venture Deals: Be Smarter Than Your Lawyer and Venture Capitalist. Our goal with all of this was to help put entrepreneurs on a more even footing in negotiating a deal with a VC.

In some ways, I’ve always seen writing (both books and this blog) as a form of personalized teaching. It let’s me efficiently share whatever knowledge I have. But a few months back while I was visiting TechStars NYC, I had the chance to meet the guys over at Veri and pretty quickly realized they have a really interesting format for teaching things like how a term sheet works in an even more personalized way.

The result is Veri’s Understanding Term Sheets. The experience works like it would if we were learning it together one on one, namely that I ask you a series of question to figure out what you do and don’t know. When you know the material you get to quickly prove you’re a champ. When you don’t know something, I help bring you to the exact snippet of information you need to know. In other words, we figure out what you know, and help you learn only what you don’t. And hopefully have some fun in the process.

Let me know you think about Understanding Term Sheets, especially if there are ways to improve it.

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