Convertible instruments, whether in the form of convertible notes, simple agreements for future equity (SAFEs) or otherwise, have long been used in the startup world to avoid a fundamental issue: the extreme difficulty associated with valuing early-stage companies. But what happens when the very mechanisms designed to address this problem become a part of it?
Valuation caps, for instance, are now employed in most early-stage convertible instruments. By imposing a ceiling on the price at which a convertible instrument converts to future stock ownership, valuation caps were intended to protect early-stage investors from extreme, unexpected growth (and, consequently, equity positions deemed excessively small by such investors).
However, valuation caps are increasingly being used as a proxy for the value of the company at the time of the investment — creating the very problem they were designed to help avoid, while adding unnecessary complexity for inexperienced founders and investors.
It isn’t surprising that founders and investors struggle to resist the lure to discuss present value when using valuation caps, despite efforts to push back against that use. This is especially true in contexts where the valuation cap “ceiling” expressly values the investment in a pre-conversion exit event (e.g., both the old pre-money valuation cap SAFEs and the newer post-money valuation cap SAFEs made available by Y Combinator).
Fortunately, there’s a better approach: the interim rate of return method.
The problem with early-stage valuations, or the crystal ball
However well intentioned, valuation caps directly reintroduced valuations to early-stage convertible instrument negotiations.
Before we get to the solution, it’s useful to provide additional context on the problem — namely, why it’s so difficult to thoughtfully and rationally negotiate the value of early-stage companies.
Some will say that such valuations are difficult because early-stage companies don’t have meaningful (if any) revenue, have limited assets or are just an idea. Yet, while these arguments identify real issues, they miss what may be the most important one: Investors at the earliest stages are investing in a possible ownership structure that will typically only fully exist in the future upon completion of the founders’ vesting schedules.
Let’s say you’re an early-stage investor writing a $500,000 check for a startup at a stated pre-money valuation of $4.5 million, where 100% of the existing equity is held by a single founder and subject to a 4-year vesting schedule that just started.
On its face, that would entitle you to a 10% ownership in the company (i.e., the post-money value would be $5 million, with your capital representing 10% of the value). But your stake and the pre-money valuation at which you effectively invested depends on how much of the founder’s vesting schedule is actually completed, as shown by the following table: