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.

Sandy Wallis, managing director of the HX Venture Fund, has seen investing in Houston change over her 20-year career. Courtesy of Sandy Wallis

After 20 years in the venture capital world, Sandy Guitar Wallis has seen the evolution of investing — on both coasts and here in Houston as well.

Now, as managing director of the HX Venture Fund, Wallis is playing the long game. The fund of funds acts as a broker to other venture funds, raising money from limited partners and then strategically doling out investments to non-Houston venture funds, with the hope that those funds circle back into the Houston innovation ecosystem with a multiplier effect.

"We have raised a fund of funds with the HX Venture Fund, and we're deploying that capital across probably 10 venture capital funds over time," Wallis explains on the most recent episode of the Houston Innovators Podcast. "Each one of those funds, will invest in 15 to 20 underlying private companies. So, at the end of the day, HX Venture Fund 1 will have exposure to 10 VC funds, as an example, and — by virtue of those investments — maybe 300 private companies."

The HX Venture Fund is aiming to raise between $50 million and $70 million for its first fund. Last year, HXVF made six investments, and Wallis says she expects another three to five investments in 2020. Ultimately, Wallis says, HXVF is looking to get a wide range of of firms involved — from early stage to later, growth stages — as well as a diversity in industries of focus.

Beyond the money, HXVF is opening up the discussion on a national scale, with visiting VCs and potential investors.

"We are getting a lot of interest in coastal VCs who want to invest here," Wallis says on the podcast.

Wallis, who is a co-founder of Weathergage Capital, got her MBA at Northwestern University's Kellogg School of Management, but has been in Houston for most of her career — traveling to each coast for business. Wallis shares her expertise, discussing everything from why the IPO process has slowed to what startups need to know about venture capital.

Listen to the full episode below — or wherever you get your podcasts — and subscribe for weekly episodes.