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.

------

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.

Trending News

Building Houston

 
 

The HX Venture Fund has grown its portfolio of venture capital firms with its latest investments. Getty Images

The HX Venture Fund, which invests in out-of-town venture capital funds that have their eyes on Houston startups, has grown its portfolio.

The fund of funds now has a portfolio of 10 VCs from across the country, across industries, and across startup stages. According to a recent announcement, the HX Venture Fund has invested in New York-based Greycroft Venture Partners and Washington D.C.-based Revolution Ventures. The announcement also included Boston-based Material Impact and San Francisco-based venBio Global Strategic Fund, however those had been previously reported by InnovationMap.

"We are delighted to partner with the general partners of Greycroft Venture Partners, Material Impact, Revolution Ventures, and venBio Global Strategic Fund," says Sandy Guitar, managing director of HX Venture Fund, in the release. "With their proven expertise and exceptional track records, we are excited to integrate them into Houston networks and not only give them access to the Fund's innovative corporate limited partners, but also harness their knowledge to empower Houston entrepreneurs."

These four VC funds join six others that HXVF has invested in: Austin-based LiveOak Venture Partners and Next Coast Ventures, Washington D.C.-based Updata Partners, Chicago-based Baird Capital, and Boston-based .406 Ventures and OpenView Venture Partners.

"The receptivity of the HX Venture Fund model has exceeded all our expectations. Since early 2019, over 217 venture capital funds across the U.S. have expressed definitive interest in participating in our model," says Guillermo Borda, managing director of HX Venture Fund, in the release.

"It is especially noteworthy that collectively, the ten funds selected for HX Venture Fund's portfolio have $3.7 billion in committed capital in their funds to be invested with Houston on their investment radar," Borda adds. "This is at a time that provides compelling investment opportunities in the economic cycle. This is an exciting time for Houston entrepreneurs and our innovation ecosystem."

Guitar previously told InnovationMap that she's looking to curate a portfolio of VCs that is diverse in industries and stage. Additionally, before investing in a VC, the HX Venture Fund looks for an interest in investing into Houston startups. The hope is that, while not required, the HXVF portfolio funds invest in a Houston startup down the road. Earlier this year, Houston-based Liongard became the fund of funds' first example of that.

"The innovation and talent in Houston are best-in-class; we want to be investing there," says Tige Savage, managing partner at Revolution Ventures, in the release.

Trending News