一位首席执行官的融资经

    2.公众投资者可以“重复利用”自己的资本，而大多数风投基金不能简单地这么做。奇怪吧？如果富达通过投资贵公司在一年半的时间里获得了70%的回报，他们会相当高兴——他们可以转手，将这些钱再投资于其他股票。如果Accel的投资在一年半的时间里获得了70%的回报，他们会相当不高兴——他们得将这70%返还给投资者，根本不能再投资。要算过这个帐来，风投基金的投资需要获得3倍的回报。那又怎样？这意味着后期投资者在融资交易中可能给你较低的估值和更多“架构”（即参与度），希望达到更高的投资回报水平，而公共投资者可能更加灵活。

    3.我们对我们的董事会总体很满意，不准备寻找新董事或新观察员。

    现在，我们再来说说HubSpot。每家公司都不一样。比方说，你是一家经营不错的旅行科技公司，但需要在董事会中获得一些帮助，用一些风投大腕和关系人来提升团队、领域专长，或许还需要一些资金全盘收购现有投资者的股票和他们的董事会席位。在这种情况下，如果你不与General Catalyst或红杉这样的公司合作，那你就是疯了。

普遍使用“架构”，令人吃惊

    在我们公司的A轮至D轮融资中从未出现过“架构”概念。实际上，当一位潜在的E轮投资者问我：“你接受‘架构'吗？”我确实被问住了，我根本不知道这是什么，但也不想被视为一位完完全全的新手。因此，我回答说，“我得问问董事会才能回复你。”这还是一句好回答。

    “架构”这个时髦词指的是设立一些优先条款，用于提高新投资者的投资回报或限制新投资者的损失。我在前边提到过，私募投资者通常需要在后期投资交易上获得三倍的投资回报，而且他们很怕如果投资一家公司，6个月后就能加价75%卖出。对于能重复投资这些资金的人，这是一个很好的结果；对于风投可不是这样。为了避免这样的风险，他们会要求参与优先股投资，为他们的投资设定回报底限，比如两倍。鉴于风投的激励机制，这很有意义，但优先股是一种不同的股权类型，凌驾于其他任何股权之上，需要相当仔细的研究。优先股有很多特点，在弥补估值分歧时也很有效，但可能有些难以理解。因此，我推荐投资者深入挖掘，建立演进模式。

    风投采用的另一类架构是禁止IPO或售股价格低于两倍回报（或类似这样的条件）。鉴于风投与有限合伙人之间的合同架构，这样的限制对风投很有意义，对贵公司或许也有意义——但在此之前，需要瞪大眼仔细看。

A轮条款在后期融资中的惊人价值

    现实的情况是，A轮条款经常被剪贴、复制到后期的融资交易合同中。如果你在早期融资时在一些条款上做出让步，后期融资时就不得不付出代价。你通常不会从零开始，反复写这些条款。

惊人理性的定价

    在我们的早期融资阶段，最初的报价差别很大；但在夹层融资阶段，报价已经很接近。有一些公开的数据可以比较：上市公司以及上市公司近期收购的估值。报价讨论似乎比早期融资交易时更“现实”。

    2.Public investors can "recycle" their capital while most venture funds can't really do that easily. Huh? If Fidelity gets a 70% return on their investment in your company in a year and a half, they are pretty happy -- they can turn around and reinvest that money into other stocks. If Accel gets a 70% return on their investment in a year and a half, they are actually pretty unhappy -- they need to return that 70% to their investors and can't really reinvest it. In order for venture funds to make their math work, they need to get a 3X return on their investment. So what? Well, this means that the late-stage venture folks will likely give you lower valuations and more "structure" (i.e. participation) in their deals to try to reach higher return levels, while the public folks will likely be more flexible.

    3.We are generally very happy with our board and were not looking for new members or even new observers.

    Now, that's HubSpot. Every company is different. Let's just say, as an example, that you are a travel technology company that's doing well, but you need some help on the board, some VC pedigree and connections to improve your team, domain expertise and maybe some money to buy out existing investors and their board seats. In that case, you'd be nuts not to go with, for example, General Catalyst or Sequoia.

The Surprisingly Common Use of "Structure"

    In our A through D rounds, the concept of "structure" did not come up. In fact, when one of the potential Series E investors asked me, "Are you open to 'structure'?" it caught me off guard, because I didn't know what it was and didn't want to seem like a complete rookie. So I said, "Let me check with my board and get back with you." That turned out to be a good answer, by the way.

    Structure is a fancy word for preferential terms set up to increase the return of the new investor, or limit the downside of the new investor. As I mentioned earlier, private investors typically need to get a 3X return on a late stage deal, and they're nervous that they will invest money into a company and six months later it will sell for 75% more than they invested. For someone who can reinvest that capital, that's a great outcome; for a VC, it's not. In order to protect themselves from that risk, they will ask for participating preferred stock that, for instance, will put a floor on their return of 2X. Given the VC's incentives, it makes perfect sense, but that is a different type of equity that sits on top of everyone else's equity that needs to be looked at extremely carefully. It comes in a lot of flavors and can work well to bridge a valuation gap, but can be confusing, so I recommend folks dig in and build the model on how it ripples through.

    Another type of structure that VCs put in is a block on an IPO or trade sale of less than 2X (or something like that). This block makes perfect sense for the VC given their contract structures with their LPs, and it might make sense for you -- but you need to go into that with eyes wide open.

The surprising importance of your Series A terms in later rounds.

    It turns out that the terms from your Series A are most often cut and pasted into your later round deals. When you compromise on terms in the early stages, you will have to pay the price in the later stages. You generally don't start from scratch and rehash the terms.

Surprisingly rational pricing

    The initial pricing interest in our early stage rounds varied widely; but in our mezzanine round, the numbers came in much closer to each other. There are hard public numbers to look at with publicly traded companies and recent acquisitions by public companies. The pricing discussions just seemed much more "real" than the earlier stage deals.