Down Round

What is a Down Round?

A down round refers to a financing round where a company sells its shares at a lower valuation than in previous rounds. It’s often seen as a negative signal about the company’s performance and prospects.

What Causes a Down Round?

Several factors might lead to a down round, such as declining sales, increasing costs, negative market perceptions, or a general economic downturn affecting the industry.

Down rounds occur in private companies for reasons that mirror those in publicly traded companies:

1. Failure to Meet Investors’ Expectations: When a company doesn’t reach the anticipated milestones, investors may have to adjust their growth forecasts downward. This reduction in expectations directly affects the company’s valuation, leading to a down round.
2. Deterioration in the Competitive Landscape: The emergence of new competitors can change the company’s projected ability to gain market share. If the competitive environment becomes more challenging, the company’s valuation may be negatively affected, potentially leading to a down round.
3. General Funding Conditions Tightening: This aspect is unfortunately beyond the company’s control. When investors become less eager to invest in private company equity, it may lead to a reduction in valuations across the board. A universal decrease in appetite for such investments can make down rounds more common and affects all companies in the sector, regardless of their individual performance.

Why Does it Matter if a Company Does a Down Round?

A down round can lead to reduced confidence among investors and may also dilute existing shareholders’ equity, affecting their control and financial gains.

What are the Consequences of a Down Round?

Consequences include dilution of shares, a decrease in employee morale, reduced credibility, and potential alterations in investor rights and preferences.

Why do investors buy during down rounds?

The process of a down round

The process of executing a down round involves several crucial steps, each requiring careful consideration and strategizing. Here’s an overview of the typical stages that occur if a company is contemplating a down round:

1. Assessing the Necessity for a Down Round: This initial stage requires a meticulous evaluation of the startup’s current financial standing, growth objectives, business plan, and prevailing market conditions. The objective is to ascertain whether the existing funds are adequate for ongoing operations and to achieve targeted growth.
2. Calculating the New Valuation: After identifying the need for a down round, the subsequent step is defining the startup’s revised valuation. This task entails a comprehensive examination of factors such as the firm’s financial performance, competitive landscape, and market dynamics to derive a reasonable and defensible valuation.
3. Engaging with Investors: With the new valuation in hand, the startup must then engage in negotiations with its present investors. These talks are centered around determining the extent of additional funding the investors are prepared to commit in the down round, along with ironing out specifics related to ownership stakes, investor rights, preferences, and other pertinent terms that will shape the investment.
4. Finalizing and Closing the Down Round: The concluding step in the process is the closure of the down round. This stage includes the completion of all negotiations, raising the required funds, and the signing of the legal agreements that formalize the new investment. Additionally, new shares are issued to the participating investors in the down round.

Alternatives to a Down Round

Companies might consider cost reduction, exploring strategic partnerships, seeking debt financing, or other fundraising options to avoid a down round.

Down rounds leading to anti-dilution adjustments aren’t the sole avenue for companies seeking to raise funds without maintaining prior valuations. Several alternatives can be explored, such as:

1. Waive or Negotiate: Anti-dilution provisions, although previously agreed upon, aren’t set in stone. They can be renegotiated. Founders frequently negotiate with investors to partially reduce or even waive these adjustments. An essential consideration here is whether management, often the primary common stockholders, will find their equity stake after financing motivating enough to continue running the business.
2. Bridge Financing: If a company merely requires short-term financial support to overcome a difficult period or reach another significant milestone, bridge financing might be the answer. This approach might include a convertible note financing where the notes will convert into the next financing round, often at a price lower than that round. Though this option may postpone rather than address a valuation problem, it can be an effective solution in many scenarios.
3. Other Investor-Friendly Terms: Beyond the price per share, investors can negotiate terms that enhance their protection against downside risks and improve their upside potential. Examples include opting for a higher-than-normal liquidation preference, accruing dividends, employing “participating” preferred stock, or including warrant coverage. Entrepreneurs must exercise caution with these rights, as they may render common stockholders worse off than they would be in a down round situation. Having skilled legal counsel to consider the implications of various options is vital.

In conclusion, down rounds are not the only path available to companies in need of capital. There are flexible options that can be tailored to fit the unique situation of the company, keeping in mind the best interests of both the investors and the entrepreneurs.

How Might Investor Rights and Preferences Change?

Investor rights might be altered to include anti-dilution protection or other preferential treatment to compensate for the reduced valuation.

How Will the Down Round Affect Stakeholders?

Existing shareholders may face dilution, employees may lose motivation, and overall stakeholder confidence in the company may decline.

How to Avoid a Down Round

Focusing on fundamentals, maintaining transparency, and setting realistic expectations with investors can help in avoiding a down round.

What are the Alternatives for a Down Round?

Alternative strategies might include seeking different financing methods, optimizing operations, or exploring mergers and acquisitions.

What is Anti-Dilution Protection?

Anti-Dilution Protection is a provision that protects investors from dilution resulting from later sales of stock at a lower price than the investor originally paid.

Two Common Types of Anti-Dilution Protection

Full Ratchet

This method adjusts the conversion price of preferred shares to the lowest sale price in the down round, protecting early investors.

Broad-Based Weighted-Average

This method considers both the reduced price and the amount of shares involved, leading to a more balanced adjustment.

What Happens When There is an Anti-Dilution Adjustment?

An anti-dilution adjustment protects the investor’s share of ownership in the company, often by issuing additional shares to offset the effect of the down round.

What is a make whole clause?

A make-whole clause is a provision often found in loan agreements and bond indentures that requires a borrower to compensate lenders for any lost interest resulting from the prepayment of debt before the maturity date. The clause serves to protect the lender or bondholder’s expected yield on the investment, even if the borrower decides to pay off the debt early.

Here’s how it works:

1. Prepayment of Debt: The borrower decides to pay off the loan or bond early, before its maturity date. This could be for various reasons, such as taking advantage of lower interest rates elsewhere or improving the balance sheet.
2. Calculation of Lost Interest: The make-whole clause will outline a specific method for calculating the amount that the lender would have received if the borrower had continued to make payments until the maturity date. This often involves discounting the remaining interest payments back to present value using a specific discount rate, which may be tied to a reference rate like Treasury yields plus a spread.
3. Payment to Lender or Bondholder: The borrower is then required to pay this calculated amount, in addition to any principal still owed, to the lender or bondholder as compensation for the early prepayment.

The inclusion of a make-whole clause can make early prepayment more expensive for borrowers, as they must compensate the lender not only for the principal but also for the lost interest. Conversely, it provides protection for lenders and investors by ensuring that they receive the expected return on their investment, regardless of whether the borrower prepays the loan.

Make-whole clauses are common in corporate bonds and can also be found in some mortgage agreements. They are particularly relevant in a declining interest rate environment where borrowers have strong incentives to refinance at lower rates. The specific terms and conditions, including the calculation method, can vary widely, so it is essential for both parties to review the agreement carefully and, if necessary, seek professional advice.