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.

The oil and gas industry has been hit by a trifecta of challenges. This local expert has some of his observations. Getty Images

In the matter of a few weeks, COVID-19 disrupted life across the globe, but the oil and gas industry was hit especially hard with the triple impact.

First, there was the direct impact of COVID-19 on the workforce. Next, there was a dramatic drop in global demand as countries and cities around the world issues travel restrictions. Finally, there was a global increase in oil supply as OPEC cooperation disintegrated.

As energy companies raced to set up response teams to address all three concurrent issues, something that no one was quite prepared for was the speed at which all direct lines of communication for the industry were shutoff. Seemingly overnight, industry conferences and events ground to a halt, corporate offices were reduced to ghost towns, and handshakes were replaced with virtual high fives.

To fill this inability to interact, connect, and collaborate as we used to, my company, Darcy Partners, stood up a series of executive roundtables for the exploration and production community to come together and share ideas on how to approach this unprecedented series of events.

Each week, over 25 executives from various oil and gas operators (and growing) gather virtually to share best practices around COVID-19 response plans, discuss the broader impacts of the turmoil on the industry and learn about innovative technology and process solutions others are implementing to help mitigate the impact of the virus and associated commodity price volatility.

We've seen the priorities of these executives shift and evolve with each phase of COVID-19 and the market impact. In early discussions, the main focus was on taking care of their workforce and what plans were being instituted to help minimize the disruption to operations while also ensuring that no one was exposed to any unnecessary risks. Participants shared best practices and policies they had in place for communication both internally and externally as well as their transition to work-from-home.

At later roundtables, the discussion turned to commodity prices and market response. Although this industry is quite accustomed to the inevitable ups and downs, this time is notably different. The market dynamics during this cycle are far more pronounced than in past downturns – largely due to the concurrent supply and demand imbalances coupled with the broader economic uncertainty. Most operators are taking action by making cuts, and some have already decided to shut-in production. Additionally, the importance of technology and innovation came to the forefront, whether discussing tools to facilitate working from home or remote operations to ensure the continued safe operations in the field.

The future is largely unknown; all of the information and analytics and millions of outcomes being modeled do not create the full picture needed for leaders to make the difficult decisions that are necessary. But there are a few things we know for sure. First, there will be an oil and gas industry on the other side of the current turmoil. Secondly, technology will play an increasingly important role going forward. And, finally, the complex issues the industry is dealing with today can be more effectively understood and managed by coming together to share ideas and best practices.

Nearly 5 years ago, Darcy Partners was founded on the premise that there was a missing link in the oil and gas Industry for the adoption of new technologies. Today, there is a missing link for an entirely different reason. Darcy Partners has rapidly mobilized our vast network of operators, technology innovators, investors, and thought leaders to come together and create a shared level of certainty, in an entirely uncertain world. To help leaders make the decisions that must be made and prepare for a new future, one that might not have been expected, but one that the industry will evolve to succeed in.

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David Wishnow is the head of energy technology identification and relationship management at Houston-based Darcy Partners.