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Sprinklr Acquires GetSatisfaction, Founders Get Nothing

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Re: Sprinklr Acquires GetSatisfaction, Founders Get Nothing

#81
post #19

The company tanked after having elected to raise $20M over 5 rounds, for what should have been a very profitable lifestyle business. The lesson is not to raise VC money for a business where it does not make sense.

The VC industry is ripe for disruption it would seem?

I wonder how quickly the landscape would change if billionaires from various other fields started investing arms to fund tech. Considering the trend in club football where billionaires who have nothing to do with football started investing in football clubs all over Europe. The way they went about running the whole business changed the face of club football forever. Disruptive is mildly putting it as European football's premier footablling body (UEFA) has tried to regulate the flow of cash and has imposed strict investment guidelines ever since, to cope with it. Sort of.

Re: Sprinklr Acquires GetSatisfaction, Founders Get Nothing

#82

I have very limited knowledge of this situation, but, I'm gonna pile on anyway: With that kind of money raised, the founders didn't get "nothing". They got a salary, probably a decent one, for however long they were running the thing. Which is more than many startup founders get out of businesses that fail. If they don't have personal debt, or didn't lose relationships or friendships, they came out ahead of many star…

VCs aren't assholes, generally, but their standard terms are a bad deal for founders, generally. I've thought about this a lot over the past 25 years. In the past I've seen VCs do really bad things (like force decisions that set the company back 18 months bad.) The problem is, when you get a "good" VC that doesn't force bad decisions on you ,the cost of the money, mostly in deal terms, is too damn high.

And when you push back on them about this the response is you get are generally:

"This is a standard term" eg: everybody else is doing it. Well, tough. I'm actually reading before signing.

"If we don't have this method of double dipping [one of the four different ways they are doing so], then you could take the company and sell it for the money we put into it and that would be a bad deal for us." You mean your share of the company in such a situation isn't equal to the amount of money you put in? First off, I don't believe you because this valuation is kind of a joke and you've spent weeks telling us scary stories to try and keep it down, and secondly, your inability to get the equity you want for your money is your problem, not mine. That is like saying you think you're getting a bad deal so you want to cheat me to get a better deal? So let me get this straight, I took real risk and built up sweat equity, but you want my shares to be discounted effectively because you don't trust me? Ok, how about we discount your shares because I don't trust you? (I don't trust anyone who doesn't trust me. Usually they're projecting their own intentions.) Also, all you're doing-- at best-- is putting money in. Money can be acquired from any number of places and methods. The expertise we gained while building the company is irreplaceable and the knowledge of our own product and the risk we took getting it to here is far more valuable than your money. So, we have a split of the shares that accounts for that. The shares you get account for all of that.

"trust us". Nope, if you don't trust me, don't do a deal with me.

Don't even get me started on founders vesting their shares. You build a company, you have sweat equity, but the VC wants to reset the vesting? Why ? You can't vote unvested shares. They will give you a song and dance about "what if a founder leaves?" Well, we covered that in our articles of incorporation because we're not idiots, but they will ignore that and insist that "all founders must vest all their shares". (this is more common on early VC deals.) That's straight up taking paid for (with equity) and earn shares and turning them into a class of potential shares. Nope Nope Nope. Give founders part of the option pool as an incentive, fine. But reseting is just setting you up to be sucker punched when they want to replace a founder (because they don't like how things are going and need a scapegoat, no matter that it's the worst thing for the business at that point. But Tada! All your shares you already earned are now vesting again! Look at that! Even thought the other founders don't want you out, you don't have enough votes!

I think that the culture of "startups" over the past decade has become a bit cargo cult where there's a specific plane you build to get the money to rain from the sky.

This is: Go to accelerator, do VC deal, take the VC money and buy growth, use that to do another VC deal, rinse and repeat until you either stumble onto a working business (Uber, AirBnB) or you go bust (get Satisfaction)

The problem with this is that the cost of those VC deals are not in the founders interests. Far too often they hit base hits and build viable fast growing companies and then get taken out and don't get adequately compensated (and all the non-founder employees really get screwed.)

The other problems with this is once you take money from a VC you're locked into trying, and repeatedly betting the company, on being the next Uber. Being 37 Signals is not sufficient. Being Github (before the A18Z investment) is not sufficient.... even though both of those are obviously great fast growing companies that would make their founders and employees a lot of money at a liquidation event. And such event is far less likely under VCs because they want a $1B valuation (in fact their fund NEEDS a $1B valuation to cover all the losers)... whereas a $50M, $100M, $250M or $500M valuation (with no dilution from taking VC money) even though it's drastically smaller would result in the founders and early employees getting rich, and even the later employees getting a nice bonus.

Take angel money on good, clean, simple terms. If you need that to get going, go for it.

I think the age of the VCs is past. They just haven't realized it yet.

Ok, whenever I say things that are critical of VCs I get a lot of responses that are sorta knee jerk defenses of VCs. I've been working for startups and founding startups for over 25 years. I've seen it back when it was much worse and it cost a lot more to do a company. I've ridden this industry from BEFORE the dotcom bubble started to inflate. I'm speaking form experience here. Even when the VCs are "good" - in the top %10 of the VCs I've had direct experience with-- the deal isn't good for the founders in the end. They paid too much for their money.

You want VC money. Ok, why? Because that's your dream? Your dream should be to build a company.

Your plan should be to build a compelling product or service that really makes people go crazy with desire to throw money at you for it. I'm talking about CUSTOMERS.

All the time you spend dealign with VCs takes away from that and the deals aren't good.

You need money? Ok, go on Angel.co, get backed by a syndicate. Find Angels in your community. Charge for your product from day one. If github can do it, you can do it. Plow your profits into growth and product development. Take as little money as you can to get top product market fit. VC money is wasted before that point anyway. Even angel money should just be used to keep the lights on until you get to product market fit. Once you haver that, you have revenue, maybe take some more angel money to jumpstart marketing, but plow your operational profits int growing the business.

Don't delude yourself into thinking your pokemon website is a billion dollar business. It isn't.

Don't even waste time chasing VCs. By definition that are bad at picking and they will try to force you to bet it all only our pokemon wiki being a billion dollar business.

GS may have made a bunch of mistakes, but I'm using decades of experience here to reach my conclusions.

If you go thru YC or TechStars (but not any other accelerator) then maybe you might have a real business that could be a billion dollar business, but even then why not raise angel money instead of VC money? And I mean angel money on terms like the YC deferred-valuation deal that replaces convertible notes. (can't remember the name at the moment.)

Don't do any deal with liquidation preferences or any other kind of shenanigans. (And don't wave your hands about why VCs need LP in front of me. Your math doesn't add up, it can't add up.)

The model will never change until VCs realize they are dinosaurs. Or let VCs fund late stage deals, I'm sure their terms are not so terrible (unless the company is dying.)

But VCs for startups are obsolete.

drops mike

Re: Sprinklr Acquires GetSatisfaction, Founders Get Nothing

#83

I have very limited knowledge of this situation, but, I'm gonna pile on anyway: With that kind of money raised, the founders didn't get "nothing". They got a salary, probably a decent one, for however long they were running the thing. Which is more than many startup founders get out of businesses that fail. If they don't have personal debt, or didn't lose relationships or friendships, they came out ahead of many star…

> prepare a founder to turn down several million dollars of extra runway to try for the big exit.

Every huckster thinks he can pull off the big pump-n-dump. Most don't.

> the business model was effectively a shakedown,

Sure sounds like it. Protection rackets only work if you can beat people up and burn their stuff, and GetSatisfaction failed to do either. Too bad, so sad.

Re: Sprinklr Acquires GetSatisfaction, Founders Get Nothing

#84
post #6

Earlier quoted context omitted.

liquidation preference?

Liquidation is usually the multiple of the investment money, that the investor gets back before anyone else gets their money. Like earlier explained, later investors generally get senior rights to earlier investors; so they get their money out first. https://en.wikipedia.org/wiki/Liquidation_preference

Is there a recursive model that explains why later investors have senior preferences?

Re: Sprinklr Acquires GetSatisfaction, Founders Get Nothing

#85
That's extraordinarily strange - in general, the founders will always get a bonus when a company is acquired. The only scenario in which I've not seen that happen, is when they've left the company - in which they are treated like any common shareholder - they are wiped out if the preferred liquidation preference isn't covered - but, of course, that's precisely why the common is valued at 1/10th of the preferred early on - because it really is worth much less.

The one scenario I've seen where founders who have left the company still get a "consulting" fee during a liquidation, is where they held enough common shares to cause issues during a lawsuit over minority shareholder rights - but typically the employees/founders still with the company being acquired have enough shares to not make it an issue - and, as I noted earlier, it's almost always the case that founders still with a company being acquired get some type of bonus, even if it's a retention fee.

Re: Sprinklr Acquires GetSatisfaction, Founders Get Nothing

#86
post #82

I have very limited knowledge of this situation, but, I'm gonna pile on anyway: With that kind of money raised, the founders didn't get "nothing". They got a salary, probably a decent one, for however long they were running the thing. Which is more than many startup founders get out of businesses that fail. If they don't have personal debt, or didn't lose relationships or friendships, they came out ahead of many star…

VCs aren't assholes, generally, but their standard terms are a bad deal for founders, generally. I've thought about this a lot over the past 25 years. In the past I've seen VCs do really bad things (like force decisions that set the company back 18 months bad.) The problem is, when you get a "good" VC that doesn't force bad decisions on you ,the cost of the money, mostly in deal terms, is too damn high. And when you…

Nicely done.

One problem that arises with the bootstrap-off-revenue model (assuming of course you are lucky enough to find product/market fit quickly, before you run through your seed money) is that you become vulnerable to company B that was willing to take crappy VC $$$ and is now able to kick your ass on price, right down to the freemium, eyeballs-are-value goose-egg giveaway.

Free markets are always prone to a race to the bottom. Just because you insist on reading the fine print and haggling over the downside scenarios, doesn't mean the 23 yr old recent grad no expenses (family fallback) guy won't take that deal. He damn well will.

serious 1st world problems, eh?

Re: Sprinklr Acquires GetSatisfaction, Founders Get Nothing

#87
post #11

Earlier quoted context omitted.

Maybe my memory is incorrect, but they were kind of sketchy; their page implied companies not paying them weren't interested in customer interaction and they wanted $1200/year to get rid of competitors' ads before 37 signals called them out: https://signalvnoise.com/posts/1650-get-satisfaction-or-else

I seem to remember at the time there was about 1/2 year - year where Google loved them and you'd get a Get Satisfaction result for googling "[company name] support". GS were HN darlings for a little bit, then started getting annoying because you'd land on this pointless page, then 37signals (rightfully) publicly called them out, then google seemed to delist them in a panda or something and then everyone forgot about…

I'm a former Get Sat employee (I left about two months ago). While the company may have done that early on, we definitely did NOT continue that at any point when I was there. There were a few communities like that we still kept up because there was some activity, but we certainly weren't adding new ones. In fact, we were actively pruning communities that had no activity and were on the old, free accounts when I left.

In the 2.5 years I was there, the only communities we launched were ones we were paid to launch.

Re: Sprinklr Acquires GetSatisfaction, Founders Get Nothing

#88

Earlier quoted context omitted.

Interesting. I didn't know that. I understand that if expectations are not met there have to be consequences. But leaving the founders of a company with nothing while others earning money feels completely wrong.

I forgot about the debt holders. So if there was any debt (including un-converted convertible notes), the pecking order is: 1) Debt holders 2) Most senior shareholders and their liquidation preference 3) Less senior shareholders and their liquidation preference ... 99) Common stock holders This is actually to align the founder incentives in shooting for a big exit. Insert any other order of preferences, and the found…

Number one preference is the tax man isn't it? At least in the UK, he always gets paid first.

Re: Sprinklr Acquires GetSatisfaction, Founders Get Nothing

#90

Earlier quoted context omitted.

Almost any significant round outside of seed would come with liquidation preference. CrunchBase says a total of $20.9 was raised, so if the final sale price was less then $20,900,001.00, there's likely no money left for common stock.

Interesting. I didn't know that. I understand that if expectations are not met there have to be consequences. But leaving the founders of a company with nothing while others earning money feels completely wrong.

Put yourself in the shoes of an investor. Someone asks you for money after their company hasn't been doing that great. You think here is potential, but you think there's a chance you'll lose some/all your money. So you provide the cash with the stipulation that any sale means your cash comes back first.

The alternative is for the company to tank and the founders - who tanked the company - walk away with your money. That is completely wrong.

Founders don't accept deals for money which are bad for them if they don't need it. You need money, you get the terms.

Same goes if you lose a house by default and then go and ask for money for another house. The subsequent mortgage is going to be at terms significantly less desirable than you may have got on your first try.

Failing companies create no winners.

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