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

 
 

The $2.23 million deal means a growing presence Texas for Octopus Energy. Photo via octopusenergy.com

A renewable energy retailer based in the United Kingdom is once again expanding its presence in Texas with another strategic acquisition.

Octopus Energy US, which is based in Houston, announced that it has signed an agreement to acquire Houston-based energy provider Brilliant Energy LLC in a $2.23 million deal. With the acquisition, Octopus Energy will take on the 9,000 residential customers currently supplied by Brilliant Energy. These users will be transitioned onto Octopus Energy's technology platform Kraken.

"Brilliant Energy is a company that has always stood for quality and unique brand experiences. It complements our strong dedication to bringing unparalleled customer experience to our users," says Michael Lee, CEO of Octopus Energy US, in a press release. "This is a major moment for us, as we work to bring our 100% renewable energy supply and outstanding technology to more Texans and their homes."

The acquisition is the latest move from Octopus Energy's plans to invest $100 million into the U.S. energy market and target 25 million U.S. energy accounts by 2027, according to the release.

Last fall, Octopus acquired Houston-based Evolve Energy in a $5 million deal. Evolve was founded by Lee, and he transitioned into his role as Octopus CEO following the deal.

Octopus Energy, which was founded around five years ago, reached Unicorn status with a $1 billion valuation in April 2020.

Michael Lee is CEO of Octopus Energy US. Photo via LinkedIn

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