Tag Archives: Equity

Going public when you are not a US start-up – part 3/4: Alibaba

I leave Europe with two recent filings (Envivio, Transmode) to China. There would be much to say about China, my recent post on venture capital shows the growing role played by the country in high-tech. At the same time, I don’t know many Chinese success stories, with the exception of Alibaba and Baidu.

I should add Foxconn, the famous computer company which produces Dell and Apple machines, but I have not much about it. Alibaba was founded in 1999 and went public on the Hong Kong stock exchange in 2007, even if its major shareholders are Yahoo and Softbank.

It was tough to build the capitalization at table. There is about 30% of the company shares which I could not link to individual or institutional stockholders. It could be linked to that fact that the Chinese entitity owns these shares. I cannot avoid adding that just like in Europe, the filings of non-US companies are sometimes more cryptic than for American companies. But it might be just because I did not spend enough time on the documents. It might be also that I made a confusion between the quoted company and the mother company which is not quoted (check this 2009 newsrelease that I discovered while writing the post!)

What else? The founders have similar ownership to US start-ups. Another thing which puzzles me is the fact that Alibaba is not quoted on Nasdaq or NYSE and that in parallel, some major stockholders are from the western world… But the founding team has strong chinese roots which balances the overall picture.

Next: I will compare the situtation with Baidu, the other Chinese success story I studied.

Going public when you are not a US start-up – part 2/4: Envivio

Envivio follows my recent post on another start-up with European roots, Transmode. Envivio has similarities and differences. Both have roots in the Telecom industry, Transmode with Ericsson and Envivio with France Telecom. Both were founded in 2000, 11 years before the IPO or filing.

Both had complex financing rounds, including “down rounds”. You can see that in the Transmode case, the price per share went from $5.5 in the B round to $1 in the C round. These down rounds are usually terrible for founding teams. And indeed, there is not much info about Transmode founders.

Envivio had raised $41M until 2008 and the price per share increased steadily to $2 per share. Difficult to give precise dates for the rounds, but the investors were a combination of corporate investors (France Telecom, Intel, Bertelsman, Philips), and financial (Global Accelerator, Crédit Lyonnais – now Crédit Agricole). Then the G round in 2008 was a down round at $1.25 and the H round, less than 2 years later, even lower at $0.34. With such events, it is not surprising to discover that the investors own 87% of the company before the IPO. Obviously, this would have been very dilutive to the founder, Julien Signes, without the possibility of granting new (stock option) shares that you discover in the right column.

There is another interesting difference with Transmode: Envivio is filing to go public in the USA, it is indeed an American start-up, and not much shows its French roots (the R&D is based in Rennes, Britanny though). Even if Julien Signes studied and worked in France initially, he worked also for France Telecom in San Francisco and I would be curious to know if this had an impact in his entrepreneurial path. I asked him and am waiting for an answer, but it is possible that Envivio is not allowed to communicate in the pre-IPO period.

It is one my thesis that Europeans who had a US experience have digested better the start-up dynamics (whether they moved to the USA and became entrepreneurs there – De Geus, Bechtolsheim, Brin – or they became entrepreneurs in Europe but had lived in the USA – Liautaud, Borel, Haren). This does not prevent European high-tech start-ups to exist and succeed, but I have to admit, the numbers are not exactly the same.

Again, because the company is not public yet, I had to guess what the price per share might be at IPO. I have put a small price, using multiples of market cap. to revenues of 7x. I will make an update when I know more…

Next: Alibaba

NB: an explanation from the filing on the issuance of incentive shares: “In September 2008, we sold 1,532,372 shares of Series G1 convertible preferred stock and 13,359,323 shares of Series G2 convertible preferred stock for $1.25 per share and received total consideration of an aggregate of $15.9 million. Also in September 2008, we converted the outstanding principal balance of our outstanding convertible promissory notes in the amount of approximately $8.9 million plus accrued interest in the amount of approximately $0.2 million into 467,628 shares of Series G1 convertible preferred stock and 6,829,154 shares of Series G2 convertible preferred stock simultaneously with our Series G financing. In June 2010, we sold 895,502 shares of Series H1 convertible preferred stock, 18,487,298 shares of Series H2 convertible preferred stock, 7,775,801 shares of incentive Series 1 common stock and 87,170,915 shares of incentive Series 2 common stock for $0.3351 per unit and received total consideration of approximately $6.5 million. In connection with this Series H financing, all outstanding shares of Series B, C, D, E and F convertible preferred stock converted into shares of common stock. Also in June 2010, we converted the outstanding principal balance of our outstanding convertible promissory notes in the amount of $1.0 million plus accrued interest in the amount of approximately $4,800 into 2,998,571 shares of Series H2 convertible preferred stock simultaneously with our Series H financing. The number of Incentive Shares to be issued was based on the series of the outstanding convertible preferred stock held by each Series H participant as follows: at a rate of 107.430618 shares of common for each share of the Series B, 77.588779 shares of common for each share of Series C, 1.492092 shares of common for each share of Series D, 1.865115 shares of common for each share of Series E, and 3.073709 shares of common for each share of Series F. As a result, the Company issued 94,946,716 Incentive Shares with the shares of Series H convertible preferred stock issued during the Series H financing.”

Going public when you are not a US start-up – part 1/4: Transmode

I was studying recent IPO filings and discovered (more by accident than on purpose), that some of these companies were not US-based. I wanted first to know more about Chinese success stories, Baidu and Alibaba, and at the same time heard of Envivio’s filing and Transmode IPO. Envivio has roots in France (just as Sequans which I also studied a few weeks ago) and Transmode is based in Sweden.

I remember visiting Transmode during my days with Index. Transmode was and is a start-up in the Telecom sector, providing solutions for fiber-based local networks. The company just went public on the Stockholm stock exchange, 11 years after its IPO. The prospectus was in Swedish so that the data should be handled with care! An interesting element of information, if we agree high-tech is a global business.

The cap. table that you just discovered shows the history of the company has probably not been simple. Transmode has raised $45M since 2002 but this is the “new” Transmode, which is the outcome of the merger of Lumentis, another Swedish start-up with the old Transmode. At the time of merger the combined entities had raised $61M. There is money available in Europe, no doubt. They were 7 founders in each firm, but none appears in the Transmode IPO filing.

Investors owned 76% of the start-up before the IPO, 56% after the sale of 25% of the company to the public. With about 700M Swedish Kronas in revenues (about $100M), the company is valued 2x its annual revenues. Nice but not great. Still a sign that high-tech is viewed more favorably than during the last decade.

Next: Envivio.

The IPO fever goes on: Groupon files to go public!

The latest IPO filing is 3 year-old Groupon. After raising more than $1B from its (famous) investors, the start-up hopes to sell $750M worth of shares at its IPO. I quickly build the capitalization table which follows (hoping there are not too many mistakes). I will update it when the IPO nears including the shares sold by existing stockholders, if any.

Worth noticing is the crazy valuation some “savvy” investors such as KP, Greylock or Battery paid for their shares. The other winners, besides the Groupon founders, should be the German start-up CityDeal launched by the Sawmer brothers (from the European Founders Fund).

I assumed a price per share of $19M but this is just to accomodate the $750M the company wants to raise with a consistent number of shares. I made no assumption on existing vs. new shares. Some analysts claim Groupon value would be more in the $20B range (i.e. a price per share of $60.)

Final comment for today: Groupon declined to be acquired by Google for about $6B last December. We’ll see soon if they were right to do so…

A look back at equity and Cap. Tables

I have been producing many Cap. Tables in my book first and in this blog second. I thought it was a good time to give the full list up to now, classified by general fields, Internet, Software, Hardware / Computers / Telco /Networks, then Semiconductors, Biotech/Medtech. So here are the equity tables for:

Internet:

You should notice that this document is updated with the new cap. tables being added from time to time…

– Alibaba
https://www.startup-book.com/2011/06/09/going-public-when-you-are-not-a-us-start-up-part-34-alibaba/
– Baidu
https://www.startup-book.com/2011/06/14/going-public-when-you-are-not-a-us-start-up-part-44-baidu/
– eBay
https://www.startup-book.com/2008/10/30/equity-split-in-start-ups/
– Facebook
https://www.startup-book.com/2010/10/19/the-social-network/
– Google
https://www.startup-book.com/2008/10/30/equity-split-in-start-ups/ also in book Table 3-14
– Groupon
https://www.startup-book.com/2011/06/04/the-ipo-fever-goes-on-groupon-files-to-go-public/
– Kelkoo
https://www.startup-book.com/2008/05/06/cap-table-kelkoo/
– LinkedIn
https://www.startup-book.com/2011/05/09/linkedin-prices-ipo/
– Pandora
https://www.startup-book.com/2011/02/15/pandora-wants-to-go-public/
– Paypal
https://www.startup-book.com/2010/03/24/maxlinear-ipo-and-shareholders/
– Rediff
https://www.startup-book.com/2011/06/16/going-public-when-you-are-not-a-us-start-up-part-54-india
– Skype
https://www.startup-book.com/2010/08/16/skype-ipo-filing/ and https://www.startup-book.com/2008/04/17/cap-table-skype/
– Twitter
https://www.startup-book.com/2011/03/01/if-twitter-was-going-public-some-far-fetched-assumptions/
– Yahoo
https://www.startup-book.com/2008/10/30/equity-split-in-start-ups/ also in book Table 3-15
– Zillow
https://www.startup-book.com/2011/07/20/the-z-ipos-zynga-zillow-zipcar-and-zuckerberg/
– Zipcar
https://www.startup-book.com/2011/07/20/the-z-ipos-zynga-zillow-zipcar-and-zuckerberg/
– Zynga
https://www.startup-book.com/2011/07/20/the-z-ipos-zynga-zillow-zipcar-and-zuckerberg/

Software:

– Adobe
https://www.startup-book.com/2009/03/17/a-success-story-adobe-systems-john-warnock-and-charles-geschke/
– Business Objects:  in book Table 8-11
– CheckPoint
https://www.startup-book.com/2011/02/22/check-point-the-israel-success-story/
– Microsoft
https://www.startup-book.com/2011/03/30/the-deal-that-made-bill-gates-rich/ as well as in book Table A-2
– mysql
https://www.startup-book.com/2008/04/10/cap-table-mysql/
– Oracle Corporation: in book Table A-4
– Selectica
https://www.startup-book.com/2011/06/16/going-public-when-you-are-not-a-us-start-up-part-54-india

Hardware, Computers, and Telco/Networks:

– A123
https://www.startup-book.com/2010/02/26/a123-boston-and-atlas/
– Apple Computers:  in book Table 3-17
– Cisco: in book Table A-3
– Carbonite
https://www.startup-book.com/2011/08/04/ipo-again-carbonite-is-the-new-star/
– Envivio
https://www.startup-book.com/2011/06/08/going-public-when-you-are-not-a-us-start-up-part-24-envivio/
– Fusion-Io
https://www.startup-book.com/2011/04/05/wozniak-is-back/
– Gemplus: in book Table 8-12
– Isilon
https://www.startup-book.com/2010/11/17/a-typical-success-story-not-silicon-valley-though/
– Logitech, https://www.startup-book.com/2008/10/30/equity-split-in-start-ups/ also in book Table 8-10
– ONI Systems: in book Table 3-8
– Riverbed
https://www.startup-book.com/2008/10/30/equity-split-in-start-ups/ also in book Table 3-16
– Sun Microsystems: in book Table 3-13
– Tesla Motors
https://www.startup-book.com/2010/03/24/maxlinear-ipo-and-shareholders/
– Transmode
https://www.startup-book.com/2011/06/07/going-public-when-you-are-not-a-us-start-up-part-14-transmode/
– Wavecom
https://www.startup-book.com/2011/07/01/when-wavecom-was-surfing/

Semiconductor and EDA:

– Apache Design
https://www.startup-book.com/2011/03/22/the-return-of-electronic-design-automation-apache-ipo-filing/
– Arm Holdings
https://www.startup-book.com/2008/10/30/equity-split-in-start-ups/ also Table 8-13 in book
– Atheros
https://www.startup-book.com/2011/01/14/success-is-management-of-failure/ and https://www.startup-book.com/2008/10/30/equity-split-in-start-ups/ also in book Table 3-10
– Cambridge Silicon Radio: in book Table 8-16
– Centillium
https://www.startup-book.com/2011/01/14/success-is-management-of-failure/
– Intel  Corporation: in book Table A-1
– Magma Design Automation:  in book Table 6-3
– Maxlinear
https://www.startup-book.com/2010/03/24/maxlinear-ipo-and-shareholders/
– MIPS Computer:  in book Table 3-11
– Numerical
https://www.startup-book.com/2008/10/30/equity-split-in-start-ups/ also in book Table 3-9
– Rambus
https://www.startup-book.com/2008/10/30/equity-split-in-start-ups/ also in book Table 3-12
– Sequans
https://www.startup-book.com/2011/05/11/a-french-start-up-goes-public-on-nyse/
– Soitec: in book Table 8-14
– Synopsys
https://www.startup-book.com/2009/12/11/a-european-in-silicon-valley-aart-de-geus/ also in book Table A-5
– Virata
https://www.startup-book.com/2008/10/30/equity-split-in-start-ups/ also in book Table 8-15

Biotech/Medtech:

– Actelion
https://www.startup-book.com/2008/10/30/equity-split-in-start-ups/
– Chiron
https://www.startup-book.com/2011/03/09/biotech-data-part-13-chiron/
– Genentech
https://www.startup-book.com/2009/06/11/bob-swanson-herbert-boyer-genentech/
– Genzyme
https://www.startup-book.com/2011/03/14/biotech-data-part-23-genzyme/
– Intuitive Surgical
https://www.startup-book.com/2010/08/26/intuitive-surgical/

Misc:

– RPX Corp
https://www.startup-book.com/2011/01/27/is-there-something-rotten-in-the-kingdom-of-vc/
– The Active Network
https://www.startup-book.com/2011/02/18/when-a-cap-table-is-a-nightmare/

A French start-up goes public on NYSE

Sequans is a wireless chip company which went public last month. This is a rare enough event to be worth a post. All the more as the start-up is French and it went public on the New York stock exchange. It may not look like a great IPO but for a non-US company, it is a real achievement (there had been Ilog, Business Objects and a few other French start-ups). What is also interesting is that it did not have US VCs and the company was founded in 2003, less than 8 years to go public.

What else worth commenting?
– the company had raised more than €50M prior to IPO and $66M at IPO.
– the founding team had experience with another US company (Juniper)
– VCs come from France (i-source, SGAM) and the UK (Add Partners, Kennet). Later on, it added strategic investors (Swisscom, Alcatel, Motorola).
– All shareholders sold a little piece of their stake (about 3-5%)

LinkedIn prices IPO

After LinkedIn IPO filing, here is more: LinkedIn priced its IPO at $32-35 and some additional data are provided in the cap. table. The new stuff is in green compared to my previous post:

– the company will sell 4.8M new shares (with an option for 1.17M more) and 3.0M from selling shareholders raising $146M after fees (and more than $180M if the option is exercised).

– the list of selling shareholders is provided, which gave another piece of new info:

– two founders (Eric Ly and Konstantin Guericke) sell some of their shares so that we now know they own respectively 1.3% and 0.9% respectively. We know nothing about Allen Blue and Jean-Luc Vaillant.

Board members and equity in start-ups

I’m regularly asked how to share or distribute equity in start-ups. One related question is how much equity should be given to board members. I am not discussing here investors’ seats on the board as they represent the equity owned by the funds, but only the independent board members, those who have a specific expertise to help the company (industry expert, scientific expert, business expert). There is an implicit assumption: board members do not receive cash (except the reimbursement of out of pocket expenses).

As a general rule, I heard many times that the independent board members as a group should not represent more than 2% of the company, and individual board member not more than 0.5-1%. (As a comparison, I had mentioned in documents in the past (including Equity Split in Start-ups) that a CEO is about 5-10%, a VP between 0.5 and 2% and a technical director about 0.2%. The rule of thumb is dividing by 5 at each level, CEO 5, VP, 1, director 0.2).

I just had a look at my past cap. tables and S1 documents and listed below examples of independent board members. The table gives the company and board members’ names and then how much the director had just before the IPO, which is related to the founders’s specific shares. On average, they have 0.24% of the company and about 1% of what founders own. This is consistent with what I had been saying for years. 🙂

Wozniak is back!

Going through the higher and higher number of IPO filings, I was suprised to find Wozniak’s names among the officers of one the filing companies. Steve Wozniak, Apple co-founder, is the chief scientist of Fusion-io, a Salt Lake City start-up which has raised more than $100M with NEA and LightSpeed and made more than $30M in revenues in 2010.

Wozniak is neither a founder nor apparently a big shareholder. At least the S-1 filing does not mention his stake, which means that he has less than 5% of the company. My usual cap. table shows typical numbers. The two founders remain with 6.1 and 4.7% each, investors have about 50% of the company and the ESOP is 20% (25% if I include available options for future grants). All this assumes the company goes public and includes the future IPO shares.

One detail I will focus on in a post to come is equity given to independant board members (VCs are on the board but usually do not own equity personally). Here Ray Bingham and Dana Evan own 0.03% of the company and less than 1% of the founders shares.

The deal that made Bill Gates rich

I was having a chat with an EPFL professor who asked be if I had read the reprint of the Business Week article about Microsoft IPO. I had not even heard of it. It is a very interesting description of the IPO process so even it is a long article, you should read it.

I had included Microsoft cap. table at IPO in my book and here is a slightly improved version. It is interesting to notice that
– Microsoft had been founded 11 years earlier,
– Microsoft did not need to go public (just as Google a few years ago and Facebook today).
– There was very little venture capital money, so Gates and Allen were not much diluted.