Rationalizing the Irrational
Lots of public discourse in startupland these days about some irrationally sky high valuations being paid for relatively young companies. Is Quora really worth $400M? Is Pinterest really worth $1B? In general I avoid this type of chatter, but there’s a different conversation going on in private that I think is more interesting and worth highlighting.
Whether these companies are really worth the dollars being bandied about is actually not the question most are asking themselves; rather, the discussions among investors tends to focus on what if they’re actually not.
Let’s say we invest $40M in Quora at a $400M post money valuation. To date, Quora has only disclosed one $11M round of funding. Given they’ve raised their money from traditional VCs and a few savvy angels it’s probably safe to assume that they’ve sold those investors preferred shares. And, it’s probably safe to assume that as shrewd investors we’ve done the same.
Why is this important?
Remember how preferred shares work. From Fred:
Preferred stock takes its name from a critical feature of preferred stock called liquidation preference. Liquidation preference means that in a sale (or liquidation) of the company, the preferred stock holders will have the option of taking their cost out or sharing in the proceeds with the founders as common stock holders. What this means is that if the value of the sale of the company is below the valuation the preferred investors paid,then they will get their money back. If the sale is for more than the valuation the preferred investors paid, then they will get the percentage of the company they own.
Back to our investment in Quora.
The floor has now been set on what Quora has to sell for in order for us to at least get our money back: our $40M Series B + $11M Series A = $51M. There may be other costs associated with a transaction, but those $51M in preferences will be paid out first. If there’s any more money around the table it will be divided based on percentages of ownership. If there’s any less, we lose our respective amounts below the $51M threshold.
The conversations that I hear happening around these irrational valuations is not whether the company is actually worth $400M, $1B or $1T, but what do they have to sell for in order to get investors their money back. In the case of Quora, that’s roughly $51M.
How much risk do you think there is that a couple of guys who built and scaled Facebook couldn’t get picked up by someone, anyone, for $51M?
If you’re a VC looking to build brand and mindshare among entrepreneurs leading one of these irrational rounds is easy to rationalize. Worst case you get your money back, best case you’ve got the next Facebook.





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