For those of you who are skipping to the good part (and this is the good part), you really should take a moment to go back and see how we got here (Part I, Part II).
Because there are no bad actors driving the exit constipation in the VC world, just rational economic agents doing what market deforming regulations demand. But, now that we’re here, in an exitless void, here’s how we get out of it, and save VC as an asset class in the process. This is the new path to liquidity.
When taking money from mega-VCs, GPs seduce founders with what is typically a 10%-15% premium to the market from a valuation perspective. I know this from countless discussions with the partners, principals and associates that work at these funds over many, many years. That did change between 2020-2023 during the private bubble peak, but we’ve discussed how dangerous this was for different reasons in part I and part II.
When offered a premium to the market, it is deceptively easy to take the deal and feel like you’re getting a bargain as a founder. However, founders who lack formal financial training do not realize that they are comparing a premium on common shares to the preferred shares that VCs demand. These are not the same.
As pretty much every 409(a) document attests to, these preferred shares generally command a 30% premium to common shares. In short, the 10%-15% perception of overvaluation is, in fact, a 15%-20% discount in favor of the VC.
This is why I started recommending to all our portfolio companies to begin exploring exits beyond the reach of Sarbanes-Oxley, and explore IPOs in London and Toronto. This is the new way forward.
London and Toronto have deep markets (especially deep in London) where founders can IPO after a series A or series B and get to liquidity for themselves and investors in 5-7 years, thus escaping the madness of the great VC constipation crisis. By so doing, they also make employees liquid for option pools, access better governance and oversight, as well as access to capital that can further their growth without giving up preferred share premiums.
In return, average mom and pop investors will get access to growth company stock, just like they used to prior to the whole Enron/SoX fiasco.
This is actually an important structural fix for our global economy, restoring access to higher returns to average folks, where today only the wealthy get access to companies in the growth phase through private holdings.
Exiting via London, Singapore, Toronto, Riyadh, and other viable options is not just a better economic decision, it is the moral choice for the good of humanity any way you slice it.
If more companies went public when they first became a unicorn (or even before then), then VC would go back to funding seed and series A like they used to, with some series B for good measure. There would be no market for series C because public markets have way more liquidity than Sand Hill Road could ever dream of.
Another potential outcome to fix this would be if the US Congress amended Sarbanes-Oxley so that companies with valuations less than $1bn were only subject to audit requirements, like in the old days. With a modified but lighter version for companies with market caps between $2bn and $10bn, with full SOX after that. If the US adopted this model, we’d be competitive with other countries that realized their error and fixed this mess.
Until then, I think we’ll see US equity markets continue to yield market-share to foreign markets with less liquidity, and the great VC extension will continue.