Finance Insights

What is venture Debt? A complementary alternative to venture capital

Joyce Mackenzie Liu CFO and Founder, Pegafund

As is hopefully clear from the other articles in this series, startups have more funding options available to them than merely traditional venture capital. While many founders long for that multibillion-dollar windfall, they ignore the costly downside of giving away equity too much, too early on in exchange for growth that may not yet be fully proven.

This might be the right choice in many cases, but founders need to know what else is on the table. So in this article, we’ll explore venture debt - a (usually) non-dilutive option that gives you cash when the path to growth is clear and predictable.

This can be a simple revolving credit line, or a more significant mortgage-style loan. And as we’ll see, what works best for your business will really depend on context, and what you’re trying to achieve.

Let’s begin. But first, a little about me and why I’m so passionate about the state of European startups and unprecedented growth of the ecosystem in recent years.

The journey to Pegafund

After studying Business and Finance, I started my career at JP Morgan in New York in 2009 in a few different teams. I was there towards the end of the Global Economic Crisis, which provided real-time experience looking at financial markets and businesses through an economic cycle. This included working closely with US pension plans managing their investments and cash position, particularly assessing risk-and-return in relation to venture capital and private equity funds.

In the last recession, we had very low interest rates which encouraged investment into high risk-and-reward opportunities. This included a greater-than-average exposure to early stage companies and funds which by nature are loss-making and illiquid assets. For US pension funds in particular, it created the ‘perfect storm’ as it meant less cash on hand to pay future debt obligations, namely the retirees they had a duty towards. As a result, during the Crisis, a shift towards debt, lenders and credit funds that provide more predictable, frequent pay back of invested capital - in other words, what is known as 'yield' - occurred.

In 2012, I joined one of our clients, Ares Capital, to help provide debt for acquisition of established public software companies taking private. During my time at Ares, I started hearing more about European tech businesses. Rocket Internet and Zalando were talking about going public, and Zendesk was also considering it around that time. I had a gut feeling that something big was happening in Europe and decided to move from Los Angeles to London to be part of this emerging ecosystem.

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Shortly after moving to London, I met Felda Hardymon and Craig Netterfield who shared a similar lens on the European ecosystem. In early 2015, I joined Columbia Lake Partners (“CLP”) to build out the first US VC-backed European venture debt fund (the partners of Bessemer Venture Partners were the first investors). At CLP, we built a portfolio of mostly B2B software companies, providing debt to businesses like Showpad, Falcon and Conversocial. From there I joined Dawn Capital in early 2017.

It was a combination of these experiences that led to the formation of Pegafund. I witnessed a recurring pattern among young and ambitious companies. Many are not optimally designed for sustainable growth, sometimes prioritizing the next funding round ahead of building a predictable scaling engine. I felt more could and should be done to avoid similar challenges from repeating over and over again.

We provide strategic growth CFO ‘as a service’. Think of us as a fractional CFO for seed to pre-Series B B2B software businesses with 20 to 100 people in size. At this stage of maturity, the company typically has a VP or Head of Finance with aspirations to be a CFO one day, however are caught up and often overwhelmed with day-to-day operational tasks as well as reporting on what has already happened in the business.

A CFO looks towards the future, and supports the business with planning and strategic decision-making for growth and value creation going forward.

There's often not enough work for a seasoned SaaS CFO to come onboard full-time until the business has achieved economies of scale and there's a certain level of predictable growth. And that's where we come in.

We help businesses create the financial design needed for scaling and predictable growth. This involves financial strategy and planning from a top-down and bottoms-up perspective, enabling the business to be agile when it comes to measurement, insights and decision-making.

We create a roadmap for predictable growth, and continuously build and test the operating model to ensure consistency with the financial budget. This helps the business align the key interests of all stakeholders - founders, customers, talent, and investors.

Why venture debt is so intriguing

Six years ago, it was difficult to raise scaleup funding in Europe. That’s no longer the case today. There’s no shortage of capital in the private or public financial markets - despite what’s happened with COVID.

When you raise venture funding and have expectations to double or triple growth year-on-year, there’s a lot that needs to be in place for that to happen successfully. I saw many companies really struggle to get to scale and become profitable without additional funding, with investors and funding then becoming a self-perpetuating constraint.

The biggest challenge I encountered in working with European Series A and B software startups in recent years remains achieving go-to-market success on a global level. It’s where a lot of companies experience a ‘slow death’ which only becomes obvious post-mortem.

Venture debt, when used in combination with venture capital (i.e. traditional equity funding for startups), provides a scaleup more ‘breathing room’ to find go-to market fit. At the same time, it instils discipline around how money is invested inside the business, resulting in an overall much more capital efficient and sustainable business. It is a less dilutive form of capital which makes the company more attractive to not only founders, but also growth investors.

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It's capital that a startup or scaleup can use to finance working capital or predictable growth - anything most directly translated into the enterprise value of a business.

It could be in the form of a revolving credit facility - like a corporate credit card, but bigger. It could be a structured loan, very similar to taking on a three- or four-year mortgage on your business.

You take on a certain amount of debt and have to repay monthly or quarterly the borrowed amount over a fixed term, as well as interest on top of that. Or in some cases, it’s similar to the mezzanine financing seen more commonly in mature growth businesses, where it’s a combination of debt and equity.

Ultimately, the objective is to provide less dilutive capital for founders and their companies, and also for investors who continue to believe in the long-term strategy yet want to relieve the pressure for the business to execute on it immediately. Often, it provides more runway and time for the company to digest meaningful changes in strategy or leadership. Over two-thirds of the Bessemer portfolio companies used some form of venture debt.

Venture debt vs traditional debt financing

In many ways, venture debt is similar to regular debt. The distinction is the assessment of risk-reward and resulting structure of the debt facility or loan.

For an established or growth business raising debt, there are assets (e.g. inventory, real estate, customers) which there are proven buyers for. In addition, these companies typically generate positive cash flow from their core operations which means they can cover day-to-day costs including interest payments associated with borrowed capital.

For a startup or scaleup, in most cases, the company is not self-sustainable without new customers coming in or additional venture funding. This means the security or ‘downside protection’ for venture debt is (i) continued growth and (ii) the support of venture capitalists. There is no inherent value in the collateral (i.e. intellectual property) since the business is often too young, small, and high risk for bigger companies to buy until scale has been achieved and it is self-sustainable (which typically occurs around 100 to 250 FTEs or $10-30MM ARR).

Therefore rather than looking at debt-to-equity ratios as you would for established or growth businesses, for venture debt you evaluate:

Scale,
Growth in scale, and
Cash runway including the level of financial support from existing investors.

In addition, the participation in a successful exit of the business, commonly referred to as “upside” or “equity sweetener” or “equity kicker,” is higher relative to more mature businesses. It is typically structured as a warrant (i.e. an option with a right to purchase equity often with a cashless exercise feature) rather than an equity co-investment.

There are different providers for this. You have banks, like Silicon Valley Bank which operates globally and Comerica or Wells Fargo in the US. They’re typically cheaper but less flexible because they are regulated.

And then there are specialist venture debt funds. In Europe, the big ones are Kreos, Columbia Lake Partners, Harbert, and Bootstrap. In the US, you have WTI, TriplePoint, Hercules, and a number of others. They all work closely with the VCs because that’s an important part of their due diligence and underwriting process.

When does venture debt make sense?

The nature of the funding you want to go after usually depends more on when you go for it, and what you want to fund. Others might disagree, but I believe any sort of experimental growth in the business - launching a new product feature, opening a new market, moving to enterprise sales - these endeavors should be funded with equity.

You don’t know what the outcome will look like, and the level of risk is just too high to fund it with debt which you have to pay back regularly.

When you have loyal and stable customers paying on a monthly basis, you know when that money is coming in, and you know the cost of acquiring customers, that’s fundable with debt. It’s also fundable with equity, but you’d be better off with debt as a cheaper source of funding.

If you’re funding working capital - the difference in time between when you receive money from customers and when you pay salaries to employees - that should also be funded with debt.

And ideally, before you even do that, you optimize the capital inside the business. You use a solution like Spendesk to track your expenses very closely, and make sure you are maximizing the time difference between receiving money from customers and paying salaries. Working capital should always be maximized where possible to avoid raising unnecessary money. You wouldn't take out a mortgage when you can pay food and rent with a credit card and monthly salary.

It might also be as simple as putting in place appropriate billing and payroll systems so you are not repeating time-consuming manual tasks.

Generally, venture debt funds and banks prefer to work with high growth companies because they’re the ones that will continue to get funding from VCs. And ultimately it is the VCs and customers that end up paying the interest on the debt. At the same time, venture debt is available to companies that don’t have the high-growth profile a VC likes, but there is still fundamental business value. Especially where there is a clear buyer.

Lenders make most of their money from interest payments, rather than warrants, so it’s critical there is enough cash to pay back borrowed capital and cost associated with it.

The advantages of venture debt financing

When you structure debt correctly, it’s always going to be cheaper than equity because it’s non-dilutive. Of course it comes with strings attached, including that you have to pay it back in a shorter amount of time.

Because you more or less maintain the same ownership of the company that you always had, it’s cheaper compared with equity. Warrants typically do not dilute ownership in the business by more than 2%.

And for lenders, it offers a more predictable investment. Debt is a yield instrument, similar to any sort of bond. Investors put money out there and start getting it back shortly after.

Conversely, you can think of equity as a ‘balloon’ or ‘payment-in-kind’ debt investment. The only time it gets paid back is when the company successfully exits through a sale.

The disadvantages of venture debt

The obvious disadvantage is that you usually start repayments right away. Hopefully the debt was structured in a way that you can handle that with your current cash flow. And if the debt is used to fund revenue growth, you’ll be fine as long as that growth occurs in a manner proportionate to the increase in costs or ideally, even more efficiently.

I would simply think very carefully about how much debt you’re willing to take on, and whether the timing is right. Debt should be funding what’s predictable in terms of growth because you need cash flow to pay back the interest.

From a structuring perspective, debt is much more complex than equity, therefore the legal documentation and negotiation process can be more intense and involved, especially when a regulated bank is involved. Be prepared for that and work with lawyers experienced in venture debt.

Entrepreneurs should really understand what they’re getting themselves into. And unfortunately it’s tricky to fully understand until you’ve gone through the experience of using debt on more than one occasion. Similar to venture capital (i.e. equity), you won’t really know all the repercussions.

For this reason, founders might look at venture debt skeptically. In the same way a business should treat its investors as a customer - understand fund strategy, decision-making, behaviour of people behind the business - working with a venture lender is no different. In addition to reading about it, conduct due diligence and speak with people who are intimately familiar with it.

When the time is right, venture debt is a great tool

Hopefully this article shines a light on an undervalued and often misunderstood financing instrument. Venture debt can be just what you need to complement an existing funding round, in between equity funding rounds, to support a bridge to an exit, finance an acquisition, or simply fund working capital needs.

Remember, every equity investment removes a piece of the pie. And even if you know that’s the route for you eventually, the stronger your company looks when you get to the VC table, the less you’ll have to hand over (or the more money they’ll offer).

So don’t always think in terms of Series A, B, C, and so on. Debt for startups also comes into play, and can set you up for better fundraising rounds when the time is right. More information on venture debt can be found on the Designed to Scale newsletter.

More on venture debt and related concepts

Joyce Mackenzie Liu is Founder of Pegafund, a business providing strategic growth CFO ‘as a service’ for European B2B software startups ranging from 20 to 100 employees in size. The company supports the enablement of predictable growth and global go-to market success. Previously, Joyce was an advisor, investor, and board member of European and US B2B software companies as part of Columbia Lake Partners (London), Dawn Capital (London), Ares Capital (Los Angeles), and JP Morgan (New York).