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Down Rounds Are Coming, Here’s What to Expect.

Here's how to survive the coming down rounds.

Photo by Julian Hanslmaier on Unsplash



While the market is doing well, companies can typically raise at some pretty absurd valuations, basically knowing they will raise money. Companies will often raise hundreds of millions from VCs despite little to no revenue and barely any product. This, obviously, is the minority of companies run by rockstar founders innovating in a growing industry. However, the absurdity is still there. The idea is that it doesn’t really matter what the valuation is now because the potential is so massive that it will make up for it in the long run. If you invest at a $1 billion valuation vs. a $2 billion or $3 billion, then who cares if they IPO at $10 billion? That's the logic anyway. This means VCs will pay absurd amounts and top dollar for the right promising startups.


However, during recessions. funding tends to dry up. and valuations tend to be more reasonable in an attempt to compete for funds. A “down round” is when a company. rather than increasing their valuation in a subsequent raise, actually ends up raising at a lower valuation. For example, if a company were to raise at a $100 million dollar valuation, then go on and raise at an $80 million valuation in the next funding round.

People tend to see this as a negative for several reasons. The biggest downside is dilution because if they raise large amounts of money in a down round, that would dilute most others quite substantially, which could be an issue. If we’re going by the “It will even itself out in the long run approach” then it might not be too big of a deal, but no one likes to be diluted. and waiting a year just to be diluted and technically lose money isn’t favorable.

For example, let’s say a company raises $10 million at a $100 million valuation. The post-money valuations would end up being $110 million. and let's say it's a $1.10 share price. If the company then goes on to raise $10 million at a $75 million valuation, the share price would then end up being diluted to $.75 at an $85 million valuation. and thus. if it goes back up to a valuation of $110 million, the share price is only $.975. In order to go back up to where they invested at $1.10, it’d need to be at a valuation of $124 million in order to break even. If this was an up-round, the dilution would be much less significant as well, and it’d be offset by any gains so most people wouldn't care.


Why do down rounds happen?

Generally, they happen for a few reasons. Companies raising more money is not only encouraged but expected. You can bootstrap a startup, but that is going to take a lot longer than just raising money and re-investing it. If you bootstrap, you’re doing it all yourself until you can sustain a second person, and you’re just constantly running on limited funds. If you raise money, you’re operating at a loss, but you can grow much faster. If you’re growing, you can raise money.

So, when a company goes to raise money, they usually keep growing using the money since their growing, the valuation increases until they’re either profitable or big enough to IPO. A down round will happen if they are having trouble during that time either because they failed to grow at a fast enough rate YoY, there was significant valuation compression in the space due to a downturn in that specific industry, or they simply haven't had any luck raising at the current valuation.

What to do as an Investor in a down-round

If you’re an investor and your company is in a down-round, there are a few pretty simple options. First things first: Don’t throw good money after bad. The dilution isn’t likely to completely kill the profitability of the investment, but if it’s going under, then your money isn’t going to save it. Throwing good money after bad is pointless in startup investing. It’s best to cut your losses and let the rest of your investments make up for the hit you’re going to take there.

What if they’re doing well? Well, if you invested in them once and now they’re at a lower valuation than what you invested… but grew, then you can consider just re-investing at the lower valuation and upping your stake. Just because they’re raising at a lower valuation doesn’t mean they didn’t grow, it just means they don’t want to potentially sabotage their raise by raising at too high of a valuation in a time in which other companies are also compressing their valuations and funding is tight. So, a company might have doubled revenue and moved towards profitability, but their valuation compressed due to external market factors. At that point, it might be a good time to re-invest and up your stake because now, if it succeeds post-downturn, then the upside will be much higher, and you will have a higher stake in the company.


Alternatives to a down round

Obviously, nobody WANTS a down round. It looks bad for the startup, investors might be unhappy, and it feels like you’re losing progress. However, it wouldn’t make much sense to go out of business because you didn’t want to do a down round. So, is there any way around it?