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Lisa Calhoun

So founders, have you raised too much or too little? How would you know what the right terms in the market are today? Is the South the best place to raise your capital, or would you be better served going to the coasts? Chances are, if you’ve looked into this kind of information, you’ve consulted the work of Peter Walker, Head of Insights at Carta, Valors Fund Administrator. Our team and I were super stoked that Peter came in from San Francisco to share his insights with our team and our LPs at VC Day. Super relevant stuff. It turns out that 25% of Carta‘s data is actually from our region, from the South. I know you’re going to really enjoy his insights. It is our January Atlanta Startup podcast feature. So without further ado, here’s Peter.

Peter Walker

As Lisa mentioned, my name is Peter. I run the insights team at Carta. I won’t bore you with what Carta does or who we are. We can get to that at the end, but I’m going to run through a ton of data about what we know about what’s going on in venture capital this year, with some specific focus on the South, and then, of course, Q and A at the end. But I’ll say up front, as I start with a compelling set of texts from our lawyers, which I am legally required to do, even though they’re not here. First off, yes, if you find this interesting, you can certainly get this deck. Please just email me after the talk. Happy to share it with you, and then you can share it with whoever you so choose. A little bit about where this data comes from: right now, we aggregate and anonymize data from about 45,000 US cap tables that are currently active on Carta. So that’s anywhere between 50 to 60% of all US startups that manage their cap table through Carta. This is data from priced equity rounds, the traditional venture rounds you’re all familiar with, as well as SAFEs and convertible notes, which are a little bit harder to find on places like PitchBook and CB Insights. We’ve over 100,000 individual signed SAFEs in the last four years. And then the fund data, which is the sort of latter half of this presentation, comes from about 3,000 venture funds that manage their back office, their fund admin through Carta as well. So a whole host of data. 24% of those companies, by the way, are in the South. This is a view on the market. It is not the view on the market. So I’m sure some of you will disagree with some of these numbers. I’m happy to hear it—shout that disagreement loudly. I’d love for this to be a conversation rather than a lecture, but there will be time for questions at the end.

Okay, so that was boring. What can I do with this data? Let’s start with some fun stuff. This is data from Q1 through Q3 of this year. Sorry, that’s a typo in the headline there, and it’s just the median pre-money valuation of seed stage startups across the country, with some select southern cities and then, of course, the Bay Area—Silicon Valley has that blue bar. You can see a couple things stand out to be from this chart. One, as expected, the valuation medians kind of drift downward from Silicon Valley to other places across the country. But maybe even more impactful, the bars, which is the 25th to 75th percentile, are super wide no matter where you are, those bars, those distributions, are very, very wide. And this is for two reasons. One, these naming conventions, seed, series A, contain a whole multitude of stuff within them, right? They are basically just terms we use because we got to call them something, but they don’t tell us all that much about what’s going on in the underneath financial profile or trajectory of these companies. And the second thing is, of course, that great ideas are not restricted to Silicon Valley, so you can have wonderful outcomes both on the bottom and top of these ends. And it’s true that if you say, raise a round at the 50th percentile for your seed, that is in no way a guarantee that you will remain there for your A or beyond. Companies jump from percentiles to percentiles depending on the trajectory of their business. You can say the same thing for cash raised. So in the Bay right now, the median seed round is raising $5 million. Not true so much in DC, Miami, or Atlanta. But again, you can see that the bars are very, very wide here.

Taking a step back from some southern data, giving you some context on what venture has been going through over the last couple of years. So necessary context—yeah, this is awesome, 2021 was the boom times. Oh no, that sucks. Or I would post it, does it suck, really? You know, $70 billion or so invested in a single quarter is completely unsustainable. So it felt great. It was wonderful to be a part of it. Carta certainly benefited from that boom time. But hey, we’re dealing with the hangover, and have been dealing with that hangover for the last couple of years. And if you look at recent quarters, you see about $20 billion invested in Carta companies per quarter. That compares very favorably to 2019 and the beginning of 2020, right? If you just removed 2021, maybe we’re a little bit below where we want to be, but it’s not anything like the sort of doom and gloom that we expect because we always compare ourselves to the peak. So when I’m talking to founders, I say, Look, if you have friends who raised in 2021, don’t talk to them. Alright? Their experience is not your experience. You can say friends, but like just text, not live talking.

Nowhere has escaped this downturn, but the closer you were to IPO—excuse me—the harder this has been for you. So actually, fundraising is the hardest at the late stage, most sensitive to interest rates, and most likely to take on an impact from the closure of the IPO market. Meanwhile, seed and series A are far enough away that there’s still a little bit of optimism there.

How many of you are founders? How many of you are investors? I’ve gotta skip like half my talk. I usually badmouth investors, okay, I’ll try to make this good. No, for the founders in the room, what does all this fundraising data mean for you? Well, first and foremost, private companies are staying private a lot longer than they used to. I think this is one of the under-discussed radical changes that have happened to venture over the last 10 years. The difference between a company going public after eight years versus 13 years is a gigantic gap, and we’re much more toward the latter end of that range. So, median series D companies on Carta are already eight, nearly nine years old this year. So, you have to plan for this to take a decade or more. When you get down to the rounds, that has an obvious impact for founders.

The old wisdom, quote-unquote, from Sand Hill Road, is that you’ll raise every 18 to 24 months. That used to be pretty true. You can see the blue section there, a lot of companies were actually raising every 18 to 24 months. Not so much these days. You can see these lines drifting up, with series A to series B in particular showing some real problems there. So, if you’re a founder right now, and you’re raising a round and planning for that round to only last you 18 months, you are planning to fail. Do not do that. Make your plans as though this is going to be the last cash you raise for two, two and a half, even three years, because there’s nothing fun about a bridge round, and there’s nothing fun about shutting down either. That’s not great.

So what are VCs doing if they’re not investing in new companies? A lot of them are spending time and attention on their current portfolios. Bridge rounds are at record rates right now. Bridge extensions, whatever you want to call them, happen for two reasons: one, a company is doing really well, or two, the company is doing really badly— or bad enough. There are preemptive bridge rounds where the VC is so excited about their portfolio company that they’d like to preempt the A and get more equity in there. But most bridges are because that company needs a little bit more cash and isn’t able to bring in new investors. What we’ve heard from a lot of VCs is, “It’s okay when I’m being asked to bridge a few of my portfolio companies, but over the last two years, I’ve been asked to bridge the majority of my portfolio companies, and at that point, you have to choose among your children. And that’s hard.”

So, what happens if you can’t raise a bridge? You may end up raising a down round. 20% of all the rounds on Carta this year have been down rounds. That’s two times higher than historical averages. I was thinking we’d be through this by now, but doesn’t seem like it. I’d expect that down-round percentage to stay elevated for the next six to nine months at least.

Okay, pre-seeds and price rounds. How many of you invest in SAFEs? How many of you like SAFEs? No hands. Wow. Okay, great. Well, that’s tough because SAFEs are sort of taking over this earliest part of the startup market. Everywhere we look on Carta, SAFEs are the dominant vehicle for raising pre-seed cash. They’ve replaced convertible notes outside of narrow industries like biotech and hardware. But for your standard SaaS company, the SAFE is being used basically everywhere. These SAFEs come with all sorts of terms. The two that really matter are valuation caps and discounts. Basically, every SAFE we see on Carta has a valuation cap of some kind, with about 30% or so, maybe a little higher, also including a discount. Uncapped, undiscounted SAFEs? Those are from your parents. Those aren’t real. Investors aren’t giving you those.

What kind of SAFEs are they? There are two real types here: pre- and post-money. When on this chart do you think YC changed the default from pre to post-money on their website? If you guessed right here, you’re right. This is a great chart that shows the power of defaults across startups. YC simply took pre-money out of their website entirely, and everyone was like, “Great, we’ll just use post-money from now on.” No real thought about it, to be honest. Why did they do that? Post-money is more favorable to the investor, so I think it’s probably a good thing on net that we’re using post-money, because it’s a lot clearer, but it does favor the investor over the founder.We can get into why, if you want. Other stuff that’s happening with SAFEs: some investors, many of you, probably look at a SAFE and go, “I don’t love it because it doesn’t give me enough certainty and it doesn’t give me enough rights.” So what many are doing is adding side letters—MFN, information rights, and pro-rata—in a side letter, which gives them a little more certainty, kind of like the stuff they would have wanted to see from a price round, but they can do it on a SAFE.

If you’re a founder, I think these are reasonable terms to agree to. Maybe you have some distinctions on whether or not they’re leading, etc., but in general, you should expect you’re going to sign side letters with your SAFEs a lot of the time.

Valuation caps—so what are these companies being “valued” at? You can see that the valuation cap, which is just focused on the black line for a second, goes up as you raise more money. Obvious, right? When I talk to founders, that’s not so obvious. It doesn’t seem to get through that the valuation cap is not a valuation on your business, and it certainly isn’t a reflection of your character, which also seems to happen when I talk to founders. You are not a $7 million founder just because you have a SAFE with a $7 million valuation cap. That is simply the outcome of the math equation: how much are you raising for, and how much of your company?

So, again, if we use the YC example, every single YC company raises on a SAFE. What is the valuation cap they raise on? Does anyone know? Pretty close to 1.78. The reason they don’t talk about it, other than 1.78 being weird, is because they say, “We take 7% of your business for $500,000”—the Shark Tank model. If you’re a founder in this room, that is how you should be thinking about your SAFEs as well. Ignore the valuation cap. It doesn’t matter. What matters is how much dilution you’re taking on. Is this $500K check worth 10% of your business? Is it worth 15% of your business? Is it worth 5% of your business? No. The right answer: just a question of SAFEs are not free. They come with dilution, and that’s what you should be focused on—not, “I’m a $7 million valuation cap founder.”

When we see people raising on SAFEs, they’re doing quite a lot of funky stuff. They may be raising on two or three different SAFE rounds. It’s not ideal, but most of the time, by the time they’re raising real significant cash—$2 to $3 million—they start looking more like a regular venture company raising on price rounds.

So what are those valuations? We’ll get into how the South stacks up specifically to these general numbers, but this is a shocking chart to me. The black line is median pre-money valuation for a seed-stage company on Carta. It’s better, it’s higher than it’s ever been. The peak was literally last quarter. That seems really weird, right? We’re supposed to be in a venture downturn. So what’s happening? The gray bars are the number of rounds, the black is the median pre-money, and the orange is for a bridge round. We can ignore that. Nearly 900 companies raised this quarter, only 470 raised last quarter. So the bottom quarter or so of the distribution, those deals just aren’t happening anymore, so the median naturally rises.

The other thing is that for really competitive, yes, oftentimes AI rounds, those deals are hotter than they’ve ever been. It feels like 2021. So, inside of this venture downturn, we have an AI bubble, and that screws up a lot of these metrics.

I cut the AI line off here when ChatGPT really kicked in. This is seed-stage non-AI and seed-stage AI. Massive premiums being devoted to AI companies. But you can see that non-AI companies are still raising, and they’re still raising for pretty decent terms, honestly.

Same kind of pattern at Series A: $45 million pre-money valuation, you add $10 million in cash—about $50 million total. It’s a very expensive company for a Series A. And here, you can see maybe even more of an impact. Non-AI companies are struggling to break out of the malaise, while AI companies are seeing a significant premium right now.

A lot of that is happening in Silicon Valley, and a lot of that will end up being wasted, but it’s venture—so a lot of it’s wasted anyway, right? It’s all good.

So again, if you just plot these metrics against each other—valuation back up over where it was in Q1 2021, number of rounds way lower. Valuation close to where it was in 2021, but the number of rounds is 50% less. So if you just look at the median value, you’re not getting the full story. A lot of it is about the activity, the pace, and the actual fundraising activity happening. You can compare that—this is a bit janky—but from the South to the West. You can see that many of these patterns remain true. The West has higher seed valuations, and the rounds haven’t fallen quite as much. I think the one at Series A is interesting. So, Series A valuations for the South are about 10-15% higher than they were two years ago, but 61% fewer rounds are happening. 

So, if you’re a founder, that’s what you’re feeling. You might see these deals and read about them on TechCrunch or wherever, and it might seem like people are raising crazy amounts of money. But when you talk to your founder friends, we’re all struggling to raise. That’s the dynamic that’s happening right now. There are lots and lots of companies out fundraising—maybe not right now because they know it’s not a great time—but come January 1, those inboxes will be flooded.

So, what does that mean? There are just all these companies in the market. How should we expect them to translate from round to round? This is an idea of graduation rates, showing how many companies get from seed to Series A, and the quarter is the time when they raised their seed round. A year in, only 5% of these companies have raised their Series A. Two years in, you can see there was a boom time where a lot of companies—four out of ten of them—had done it in less than two years, and now those graduation rates have fallen off quite a lot. So, if you’re a founder listening to this, what you should expect is that you’re competing with a lot more companies than perhaps you would have used to. And there are younger companies coming up behind you who didn’t have to deal with all the craziness of interest rate changes, pivoting your company, layoffs, and everything, right? They started with AI assumptions, high interest rates, and are moving fast—and that’s tough. You risk getting swamped by younger companies. It’s always a risk in venture, but it’s almost certainly happening more often nowadays.

Another illustration of the same dynamic we’ve been talking about—valuation or number of rounds—much lower, but at the high end, those 95th percentile valuations—the stuff that gets the TechCrunch articles—are as high as they’ve ever been. There’s a lot of capital sloshing around in venture waiting for a great deal. And when people get consensus on the fact that they’ve found one, the competition for those deals is really, really high. So it pushes all this stuff up, but it’s probably not great to compare yourself to this bunch.

All right, so we’ve talked about how these companies are being valued. How are investors doing? What are investors actually taking from these companies or settling for when they raise these rounds? About 20% in a seed round and 20% in a Series A round. This is the one sort of standard wisdom around venture that our data completely bears out. But you can see, if you have to raise a bridge after that, you’re again selling quite a bit of your company. If you do a Series A and then have to do a Series A-2 preferred, whatever, it’s about another 9% of your company. So, in total, in Series A, you’ve sold 29% of your business. That’s a lot—and dilution adds up really fast. Of course, dilution isn’t the only thing you’re looking at. You’re also looking at the deal terms—such as high liquidation preferences, participating preferred, etc. It’s cool to see that, really, these aren’t very common in seed and Series A. Still, most of the deals we’re seeing are clean, not introducing a lot of complexity on the cap table. But if you’re later-stage, you’d better have a good lawyer because those deals are coming with a bunch of strings attached.

Which founders trying to raise right now? It’s a tough month to raise. It seems like a great month, right? But these are the highest percentages of the whole year. A lot of terms are signed, a lot of term sheets are signed this month. Not a lot of them start their negotiations this month. So, your investors are kind of wrapping up the deals that are already in the hopper. Then you can see, in January and February, things really slow down because new deals are starting to be negotiated, and the actual signatures come back in March. So, if you’re a founder cold outreaching some VCs right now, maybe save those emails and save those shots on goal until January 1. Maybe not January 1 either because you’ll hit a lot of spam.

So, that’s what’s going on for startups. Let’s talk a little bit about what’s going on for funds, because obviously, what happens to those companies needs to inevitably be reflected in some of these fund metrics as well. So, we took a look at 1,800 venture funds on the platform, from vintages 2017 to 2022, and this is just the committed capital for each of those funds. We think this is the biggest-ever study of funds under $100 million or less in history. Most venture capital studies, when you read them from Cambridge Associates, PitchBook, etc., are focused on big, big funds—right?—$500 million, billion-dollar plus, because that’s where they can get the information from their LPs. That’s much harder to get from smaller, emerging-manager funds. We have a great density of that.

The first thing that venture funds did when this downturn happened was stop making new investments as quickly. So, deployment pace for more recent vintages is below the deployment pace of earlier ones. That makes sense, right? You probably all pulled back and evaluated whether or not the deals you were doing were the deals you wanted to do, etc.

So then, how does that impact the performance of these funds? If you’re judging a fund vintage from 2022 here in 2024, sure, those numbers don’t mean very much, right? It’s been two years. They’re not mature enough to have any real impact. There could be great funds that are, quote-unquote, doing poorly and really bad funds that are doing really well. But in 2017, five or six years ago, those numbers are starting to be more meaningful. So, what is great fund performance at this stage? We see 21% as the 75th percentile IRR, the median is 13-14%, and the 90th percentile is 31%. There are funds that are much higher than that, 50-60% IRR after five or six years.

So, this is kind of a bad chart, right? Comparing all these against one another doesn’t make sense because it hasn’t been enough time. So, we can just plot them as J curves and see that 2021 had a pretty significant J curve, struggling to get back up to zero. 2022, same thing. The earlier years benefited from the boom times and have slowly come back down over time. Of course, everyone, when we put these charts out on Twitter, says, “Well, look at the S&P. We could have just invested in the S&P.” I hope that’s not the takeaway here, and more sophisticated LPs would know why. But that is funny when people say that. By the way, we do expect that these J curves were a little bit softer. There are zeros right now because they weren’t on the general ledger at that point, but they weren’t quite as severe as this.

And then the fun one—DPI, actual cash back. What this chart shows is the percentage of funds in a given vintage year that have any DPI at all over time. So, three years in, 9% of 2021 funds have any DPI, which, if you’re expecting DPI from a three-year-old fund, you’re in the wrong business, right? Do not expect that. But you can see that for earlier vintages, it was quite a lot higher. Same thing here, on down the line.

So, the biggest question in venture is: will those funds in more recent vintages catch up, or have they been permanently paused? My instinct is yes, they will catch up, but you haven’t had any IPOs, and we haven’t had any exits, and it’s been really hard. So, hopefully, 2025 will be better.

Let’s talk about this analysis that Lisa asked us to do, which I found very interesting. It looks at what percentage of LP capital in these funds came from the same state as the fund itself. The higher the percentage, the more local the capital is. You can see that the green funds in the green states are in the South, with other states just kind of scattered where we had enough density to do this analysis. I don’t know if there’s any pattern here that really makes sense to me. I was expecting this state to be higher, but it looks like LPs are willing to cross state lines pretty regularly. Not enough, though, of course. Are there a lot of LPs in the room?

All right, so let’s talk about exits. The first thing you’ve got to look at when you’re talking about exits is the ones that don’t make it. So, these are exits of a sort—shutdowns have been rising, obviously. There were a lot of companies started and funded in here, and if they’re not going to materially graduate at higher rates than two or three years later, you’re going to see a lot of shutdowns, and that’s what we’re seeing now. 2024 will be the worst year for startup shutdowns ever on Carta. 2025, I think, the first half will be worse, and then it’ll start getting better. But it’s nobody’s idea of a fun time. That’s correct, although I don’t know if you’d be investing in these ones.

IPOs—where did they go?

So, this is code, two data, but they do not include SPACs in this. So, you know, we did okay in the boom times of pushing companies that were doing well into the public markets, but since 2022 there’s been basically nothing. Now, there is a lot of optimism about next year that you read in every banking report. Yeah, they’ve actually never predicted a down year so far, and they’re right half the time. But we are starting to see some good signs in real data. So, this is the number of acquired companies by quarter: 170 acquisitions in Q3. We think Q4 will be higher, and you can see that compares very favorably to the highest point in 2022. Of course, the next question is: are these good acquisitions? Are they high-quality acquisitions? Are people making real money, or are these fire sales, acqui-hires, etc.? We don’t know exactly, but we can see the percentage of acquisitions that are happening by stage: seed and Series A are the most acquisitive times, but the percentage of that is declining a little bit. So, there are some later-stage companies that are starting to get bought as well. Some of those are definitely going to be quality acquisitions. I won’t comment at all about recent election changes and whether or not that’ll have an impact here, but everybody else says yes, it will.

The Hidden Side of Liquidity. There are three ways to get liquidity: IPO, M&A, and secondaries. We’ve all read about the big, big secondaries that have happened at OpenAI, Stripe, and other places. We are also seeing that at Carta. These are tender offers, so company-sponsored secondary events where they get a group of early investors and employees together and say, “Hey, we’ve got some outside investors who want in. Would you like to sell your stuff or a portion of it?” Tricking back up about over a billion dollars transacted last quarter. We think Q4 will be better than that, and we think Q1 will be better than that. So, I do think that secondary markets are heating up to a really large degree.

The downside of this is, if you think about it, why are companies like Stripe and Databricks and other people doing really, really big secondaries at late stages? To my mind, it’s because they don’t want to go public. And if you think about that, that’s a problem for everybody else. There’s really no reason for a Stripe to go public at all. They have unlimited access to private late-stage capital. They can use secondary transactions to get liquidity for their employees, and going public just adds a regulatory burden on them that doesn’t apply to most private companies. We’re talking about SpaceX, Stripe, maybe a couple other names. But if you want IPOs to really kick off, you want one of those big names to go—that would be like the starting gun for this race. Whenever people are talking about 2025 as this huge year for IPOs, I want to temper that optimism by saying I don’t think any of those super-late-stage big companies are going to go out because there’s no reason they don’t need to. We are hearing whispers that that might change regulatory-wise over the next five years. But again, if you know John and Patrick at Stripe, give them a text from me and say, “Hey, consider it for the rest of us.”

The Fun Stuff: How the South Stacks Up. So, positive trends for us on the Carta side, in terms of share of rounds happening in the South, getting pretty close to the Northeast here, maybe a little bit down this year. But the long-term trend, I think, is pretty positive for the South to eclipse the Northeast as the second-biggest region for venture pretty soon. Obviously, that’s on a regional basis, not specific cities. Pretty cool. If you look at the share of M&A versus the Northeast, for instance, it just crossed over this past quarter. So, venture companies can be built in the South. Venture companies can be exited in the South. I think our data proves that pretty conclusively.

We went through a couple of how these valuations stack up again. There is a premium being applied to Bay Area and New York City companies, whether or not that premium reflects anything about the underlying business or simply supply and demand and that it’s a more competitive market there, I think, is up for debate. But those numbers are still pretty decent in the South for real Series A. You know, you can get, again, a bit more distinctions here, but to me, the size of these bars is more important than the centers. There are great deals happening everywhere, and they’re happening at all sorts of terms. So, comparison is often the thief of joy if you’re a founder. Same thing here, man, that’s an expensive Series A round—raising $13 million bucks as a median in the Bay, more like $7 or $8 in the South.

This is everyone’s favorite punching bag on Twitter. So, I thought I’d look into it. How many of you are on Twitter, by the way? Healthy. Wow. This is the most healthy, well-adjusted crowd I’ve ever spoken to. I am on Twitter, and I am not healthy. So when this is debated because Keith Raboy keeps bringing it up, annoyingly, the question is: “Is Miami a good startup city? Are they going to replace Silicon Valley?” And the answer is, of course, no, but yeah, kind of right, and it depends on what you’re talking about. There is no late-stage capital in Miami because the companies are not big enough to justify late-stage investment. So if you just look at it as a percentage of total venture capital, you will always get a tiny, tiny percentage. And you can put it on Twitter and say, “Miami sucks,” or you can do the data-rigorous thing and look at it by stage and say, “Actually, Miami in SAFEs is sixth in the nation, eighth in priced seed rounds, ninth in Series A.” If you had looked at that five years ago, they would have been in the 20s. There has been a change in these ecosystems.

So when you’re judging places like Miami, Charlotte, Raleigh, up-and-coming ecosystems, it doesn’t do them any favors to judge them against venture capital as a whole. You have to start small because that’s where the capital will begin, and that’s where those companies, if they choose to stay there, will then grow into the local champions that you’re looking for.

With a little bit of data from the compensation side, we manage the equity for 1.3 million employees in private startups. So, we can look at what they’re being paid and compare it to places across the country. We have salary data for about 900,000 of those employees. So, we can say, “Hey, what was the percentage of the San Francisco rate,” which is always the top market for all of these cities in the South. If you are a tech worker at a private company in Miami, your salary is probably 12% lower on average than the salary in San Francisco. Of course, this is just salary figures and doesn’t take into account cost of living. So, if you take into account rent and cost of living, etc., there are many cities here that actually give more purchasing power to those tech employees than SF itself. And many of those cities are in the South. I think something like 12 of the top 20 cities in terms of purchasing power are actually Southern cities.  A great point for you to use when you’re hiring your next employees.

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