Guest column

Here's what you need to know if you're raising a seed round in Texas

From friends and family rounds to how to navigate a seed round, here's what you need to know about raising money in Texas. Getty Images

In the vast majority of startups we've worked with across Texas, their "seed round" is not the first money in the door. That money is often called a "Friends & Family Round" and it's usually from people so close to the entrepreneurs that they are willing to take a gamble before there is really even much "there" to invest in. It also might include bootstrap funds put in by the entrepreneurs themselves.

After an F&F Round, Texas startups will pursue a "seed round," which generally includes some angel investors in the local and broader ecosystem. A problem we occasionally run into is that Texas entrepreneurs, including those in Houston, will get bad advice on what the right structures are for this kind of deal; either because they are reading a blog post from Silicon Valley (where things work VERY differently) or they're talking to someone marketing themselves as an "adviser" when their advice doesn't have much substantive deal experience backing it.

If your seed round is under $1 million, you will most likely structure it as a convertible note with a valuation cap and a 2 to 3 year maturity. Convertible notes are extremely slimmed down investment instruments that angel investors across Texas will be very familiar with. Usually, the "deal" in a convertible note round is that investors will get minimal up-front rights, in order to streamline early decision-making and keep legal costs down for negotiation, but they will get back-end protections like debt treatment if the company goes south. They will also almost always get a valuation cap and/or a discount on the price that future VCs pay, as recognition for the extra risk the seed investors are taking relative to later investors.

Once seed rounds get above $1 million, a more robust equity (stock) based investment structure starts to make more sense. There are two types of equity rounds, broadly speaking: seed equity and full VC-style equity. The latter involves a large set of heavily negotiated documents with robust investor protections, and is the structure most often utilized for a Series A (after seed). The former (seed equity) is a slimmed down version of full VC docs designed to give investors some rights, but keep negotiation costs (including legal fees) within a range that's reasonable for the smaller amount of money being raised. Investors vary as to whether they will accept simpler seed equity docs, or require you to give them full VC-style protections.

Given the diversity of investor expectations and contexts you're likely to run into in structuring a seed round, and the very high-stakes (and permanent) implications of the contracts you're going to sign, it's extremely important that advisers you work with have specialized experience in these kinds of deals.

In the case of lawyers specifically, it's also extremely important that they not have conflicts of interest with the investors you are raising money from. We too often see clever investors nudge entrepreneurs toward utilizing the investor's preferred law firm. Anyone with an ounce of honesty and experience can see why that's a problem.

Make sure you understand the high-level concepts and structures that are within the norms of your startup ecosystem, and then work with experienced, trustworthy advisors to translate everything into a deal that makes sense for your company's unique context.

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Jose Ancer is an emerging companies partner at Egan Nelson LLP. He also writes for Silicon Hills Lawyer, an internationally recognized startup/vc law blog focused on entrepreneurs located outside of Silicon Valley, including Texas.

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Building Houston

 
 

Here's what not to miss at the first all-virtual CERAWeek by IHS Markit. Screenshot via virtual.ceraweek.com

While usually hundreds of energy experts, C-level executives, diplomats, members of royal families, and more descend upon Houston for the the annual CERAWeek by IHS Markit conference, this year will be a little different. Canceled last year due to COVID-19, CERAWeek is returning — completely virtually.

The Agora track is back and focused on innovation within the energy sector. The Agora track's events — thought-provoking panels, intimate pods, and corporate-hosted "houses" — can be accessed through a virtual atrium.

Undoubtedly, many of the panels will have Houston representatives considering Houston's dominance in the industry, but here are five innovation-focused events you can't miss during CERAWeek that feature Houstonians.

Monday — New Horizons for Energy & Climate Research

The COVID-19 pandemic has made vivid and real the risks of an uncontrolled virus. Risks posed by climate change are also becoming more palpable every day. At the forefront of understanding these risks, universities are developing solutions by connecting science, engineering, business, and public policy disciplines. Along with industry and governments, universities are critical to developing affordable and sustainable solutions to meet the world's energy needs and achieve net-zero emission goals. Can the dual challenge of more energy and lower emissions be met? What is some of the most promising energy and climate research at universities? Beyond research, what are the roles and responsibilities of universities in the energy transition?

Featuring: Kenneth B. Medlock, III, James A. Baker, III, and Susan G. Baker Fellow In Energy And Resource Economics, Baker Institute and Senior Director, Center For Energy Studies at Rice University

Catch the panel at 1 pm on Monday, March 1. Learn more.

Tuesday — Conversations in Cleantech: Powering the energy transition

With renewables investment outperforming oil and gas investment for the first time ever in the middle of a pandemic, 2020 was a tipping point in the Energy Transition. Low oil prices intensified energy majors' attention on diversification and expansion into mature and emerging clean technologies such as battery storage, low-carbon hydrogen, and carbon removal technologies. Yet, the magnitude of the Energy Transition challenge requires an acceleration of strategic decisions on the technologies needed to make it happen, policy frameworks to promote public-private partnerships, and innovative investment schemes.

Three Cleantech leaders share their challenges, successes, and lessons learned at the forefront of the Energy Transition. What is their vision and strategy to accelerate lowering emissions and confronting climate change? Can companies develop clear strategies for cleantech investments that balance sustainability goals and corporate returns? What is the value of increasing leadership diversity for energy corporations? Can the Energy Transition be truly transformational without an inclusive workforce and a diverse leadership?

Featuring: Emily Reichert, CEO of Greentown Labs, which is opening a location in Houston this year.

The event takes place at 11:30 am on Tuesday, March 2. Learn more.

Wednesday — Rice Alliance Venture Day at CERAWeek

The Rice Alliance for Technology and Entrepreneurship pitch event will showcase 20 technology companies with new solutions for the energy industry. Each presentation will be followed by questions from a panel of industry experts.

Presenting Companies: Acoustic Wells, ALLY ENERGY, Bluefield Technologies, Cemvita Factory, Connectus Global, Damorphe, Ovopod Ltd., DrillDocs, GreenFire Energy, inerG, Locus Bio-Energy Solutions, Nesh, Pythias Analytics, REVOLUTION Turbine Technologies, Revterra, ROCSOLE, Senslytics, Subsea Micropiles, Syzygy Plasmonics, Transitional Energy, and Universal Subsea.

The event takes place at 9 am on Wednesday, March 3. Learn more.

Thursday — How Will the Energy Innovation Ecosystem Evolve?

Although the cleantech innovation ecosystem—research institutions, entrepreneurs, financiers, and support institutions—is diverse and productive, converting cleantech discoveries and research breakthroughs into commercially viable, transformative energy systems has proven difficult. With incumbent energy systems economically efficient and deeply entrenched, cleantech innovation faces a fundamental dilemma—the scale economies necessary to compete require a large customer base that does not yet exist. How is our clean energy innovation ecosystem equipped to be transformative? What needs to be strengthened? Is it profitable to focus on individual elements, or should we consider the system holistically, and reframe our expectations?

Featuring: Barbara Burger, vice president of innovation at Chevron and president at Chevron Technology Ventures

The event takes place at 7:30 am on Thursday, March 4. Learn more.

Friday — Cities: Managing crises & the future of energy

Houston is the capital of global energy and for the past four decades the home of CERAWeek. Mayor Sylvester Turner will share lessons from the city's experience with the pandemic, discuss leadership strategies during times of crisis, and explore Houston's evolving role in the new map of energy.

The event takes place at 8 am on Friday, March 5. Learn more.

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