Signaling Pricing Expectations Early in Seed Investment Discussions

As more transparency to seed-round funding transaction details have emerged, especially with the advent of Angelist and accelerator programs (which both educate and even sometimes set terms & structure for graduating companies), I’ve noticed an increasing number of entrepreneurs signal pricing expectations much earlier in the seed fundraising process.  By communicating pricing expectations with potential lead investors, I mean sharing either an “ask” or even stated floor for the pre-money valuation of the company (with a priced preferred round) or explicitly stating a valuation cap (for convertible note round).  Sharing these expectations early in potential lead investor discussions fundamentally qualifies the conversations, but it also runs the risk of prematurely losing a potential financing partner or reducing options to maximize a financing process outcome.

Like any economic transaction, the pricing of a startup’s seed round ultimately depends on the equation of perceived supply (the quality of the team, product, & market) and demand (how many competitive alternatives there are to any one given funder, including non-consumption).  In theory, there are three levels of pricing for an entrepreneur to potentially signal to a prospective investor:

  1. Lower than “market.”  This approach is almost never a good idea.  Although some investors will certainly recognize value in a startup which is raising at a modest valuation level, sharing this aspect as a feature to the investment (which I have seen) will likely result in the perception that the company is weak and undeserving of additional capital.
  2. “Market.”  By overtly sharing that an entrepreneur is “looking for the best partner and will accept whatever the market dictates” -or- by stating a figure or range which falls within market, it sets the tone for the fundraising discussion about a collaborative process moving forward looking for a mutual fit.
  3. Above market.  By definition, all entrepreneurs should think that their endeavor is truly exceptional.  But, also by definition, that just can’t be the case.  Directly stating a high valuation expectation up-front can, on the positive side for an entrepreneur, anchor the negotiations to a higher level (assuming that investor takes the leap of faith to invest).  Setting a structure and price in advance can also expedite the negotiation process, especially when it’s with multiple parties.  Yet stating a high valuation number early can risk unnecessarily disqualifying a potential investor because it can create the perception that a zone of possible agreement doesn’t existWith finite time to spend on exploring new investments, a potential investor isn’t going to spend time on an opportunity where he doesn’t think a plausible scenario for him to participate exists.

The key to the calculus above is that an entrepreneur knows what the market range for his startup based on its current state, his ability to generate meaningful funding options, and the external funding landscape.   I’ve observed frequently that situation #3 occurs not because an entrepreneur is savvy in negotiating towards a more favorable outcome, but because there was ignorance as to what the prevailing valuation rate is.

The challenge of early price signaling is further exasperated, as different seed funders are going to have varying degrees of sensitivity to pricing.  Angels can be the most wildly unpredictable about how they’ll react to differing valuation levels.  Probably the most price-sensitive seed investors I know are sophisticated individual angel investors.  This handful of people is extremely and unabashedly cheap, as they’re fully self-aware of their role within the funding ecosystem and are accordingly systematically seeking to invest in startups at the lowest cost-basis possible.  On the other end, I’ve seen the highest-priced seed rounds come from a syndicate of individual angel investors who were essentially price-insensitive (investing in a convertible note without a valuation cap).  At the end of the day, this latter cohort is backing a particular entrepreneurial team and vision no matter what the financing circumstances.

Larger venture firms are probably next in line in terms of seed pricing (along decreasing variability), depending on what their stated (or implicit) seed strategy approach is.  As a general rule, the more seed investments a firm of this profile makes per year, the less price sensitive they are.  With an “option approach” to seed funding, larger firms worry less about ownership initially and more about just being investors in the startup to maximize pole position for later rounds of funding.  Whereas, if the firm only makes a small select few seeds which it treats like a “normal investment,” the same filter for valuation typically applies for the seed rounds as it does for the firm’s later round investments.

Lastly, seed-focus venture firms are going to be least variable in valuation sensitivity.  Fundamentally these firms are financially-driven with the seed round being either the or one of the few rounds of financing where they’re deploying their capital, so there is a bias to focus on pricing in the seed.

Regardless of profile and seed strategy, all investors just have differing philosophies about how to treat valuation.  On side of the spectrum are those who believe that overall asymmetric returns will be derived from being an investor in the one exceptional company regardless of entry price, and on the other side are those who are especially cognizant of the exit market skewing towards moderate-sized outcomes and want to position their investments to be able to capitalize on that reality.  Both profiles are valid because they’re both true; it’s a matter of how investors translate these factors into their own decision-making.

On one hand, sharing valuation expectations early can qualify an investor to ensure he is worth spending time with given their valuation philosophy.  Also, if executed effectively, it can also set a positive direct tone towards all proceeding discussions.   However, sharing valuation expectations too early can communicate that the search for investors is largely about price, not about finding a good partner for the business moving forward.  It’s like opening a job interview by sharing salary requirements.  So the communication may needlessly shy away some investors from the table who would otherwise be good partners.  Over the course of a fundraising process, pricing expectations may shift (either downwards or even upwards given demand), and it’s challenging to re-open a conversation about the business when the dialog broke down early on over pricing expectations which have since changed.

Of course, as a funding conversation progresses from an initial to subsequent meetings, the topic of round structure and pricing become much more natural.  A good investor relationship is born out of fundamental mutual interest in the startup itself, not the deal structure.  So the foundation for that partnership begins with a discussion about the shared opportunity, not the details of the arrangement.

David Beisel

David Beisel is a co-founder and Partner at NextView Ventures. He has been focused on early stage Internet startups his entire career, both as an entrepreneur and venture capitalist. As an investor in the digital media space, David was most recently a Vice President at Venrock and previously a Principal at Masthead Venture Partners. Prior to becoming a venture capitalist, David co-founded Sombasa Media, an e-mail marketing company best known for its flagship product BargainDog. Sombasa was successfully acquired by About.com where David served as Vice President of Marketing. David holds an MBA from the Stanford Graduate School of Business and an AB in Economics, magna cum laude and Phi Beta Kappa, from Duke University. He also founded and leads the Boston Innovators Group, an organization which holds quarterly entrepreneur events drawing a thousand attendees.

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