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New Standard Deal

blog.ycombinator.com

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Re: New Standard Deal

#71

Post by jasonkwon »

sethbannon wrote: post #66
jasonkwon wrote: post #63

Earlier quoted context omitted.

Sure - just sent to you.

Played with your excel and while the difference is not the same as I calculated with AngelCalc, it still seems the dilution from this new YC deal will be greater than the old YC deal post-equity round in basically every circumstance. Essentially, with this new deal, after equity financing YC will own 7% minus the dilution from the equity round minus dilution from any options pool increase [1]. Previously, after equit…

I answered your first model comparison with point #1. Can't use it here since I don't know what other scenarios you're modeling out.

I think points #2 and #3 continue to apply. You can't say that the new framework will result in more dilution in "basically every circumstance," because that assumes all of the surrounding aspects of the circumstances will continue to remain the same. I can model out a scenario for you as well that shows a thoughtful founder now able to better plan out a round using a series of escalating valuation caps, rewarding the earliest investors, to raise the same amount of money but for less overall dilution, in precisely the manner described by PG in his original post. Or another scenario where investors are ok with slightly higher valuations because they have certainty of ownership. Or another scenario where a founder who previously would've raised an unnecessary extra 5% now doesn't, because the dilution math is clearer.

Your point about safe dilution being 15-30% is exactly right, and exactly one of the reasons we're doing this. The high part of that range is too high. People are raising too much, on too dilutive terms, because of the lack of transparency. Founder dilution is driven by what everyone else on the cap table is getting, not just us. If that sum total of "everyone else" is still less, founders are still net better off. If you want to frame the dilution aspect all indexed to YC ownership, that's ok, but the outcome was already pre-figured by your choice of framing in the first place. We can agree to disagree on that.

That said, I think one thing we can definitely agree on is that the success or failure of this new framework will be judged by whether founders are more or less diluted in the end, and have a harder or easier time raising money. We've already made our bet, so there's not much to do here but let it play out.

Re: New Standard Deal

#72

Post by xmly »

jasonkwon wrote: post #55
sethbannon wrote: post #41

Great that YC is simplifying their deal and making it more standard and easier for founders to understand. Also great that they're switching the standard SAFE to be a post-money SAFE, as this will eliminate a lot of confusion around dilution that resulted from the complicated math of the old standard SAFE. Interestingly, unless I'm understanding this incorrectly, this change might mean a worse deal for founders going…

It's clear you put time and thought into this post, so it deserves an equivalent amount in response. I think you’ve understood some things correctly, but not others, but that’s why we're on HN - to help clarify. (1) The modeling you’ve done for the premoney safes is correct, but it’s incorrect for the postmoney scenario. That’s because Angelcalc hasn’t been updated yet for postmoney safes that track the one we releas…

YC = angel round + Demo day seed round. This is my understanding. Just currently the angel was "pissed off" by the dilution in the demo day round....

Re: New Standard Deal

#73

Post by mmt »

sroussey wrote: post #67
jasode wrote: post #32

Earlier quoted context omitted.

One of your favorited links is "Holloway Guide Equity Compensation"[1] and it has a section of typical percentages. It also mentions some higher percentages for employees which are not typical. As for "fairness", it's going to ultimately be in the eye of the beholder. You could give employee #12 a 5% stake (which is CEO level at other startups) and yet that employee still feels it's "unfair" even it's explained that…

It’s also interesting that almost no one mentions % of what — the whole company or of the current option pool.

I think it's pretty widely understood that the denominator is the whole company.

Re: New Standard Deal

#75

Post by jasonkwon »

mmt wrote: post #73
sroussey wrote: post #67

Earlier quoted context omitted.

It’s also interesting that almost no one mentions % of what — the whole company or of the current option pool.

I think it's pretty widely understood that the denominator is the whole company.

yes, that's what we meant by the percentages.

Re: New Standard Deal

#76

Post by pedalpete »

I fail to understand how the YC deal operates as a SAFE with 7% equity?

If the SAFE is a non-priced round, then the amount of equity the investor gets is decided when the conversion happens, so it is an unknown, which is why a cap exists.

Is YC taking 7% + the conversion?

Re: New Standard Deal

#77

Post by abalone »

jasonkwon wrote: post #71
sethbannon wrote: post #66

Earlier quoted context omitted.

Played with your excel and while the difference is not the same as I calculated with AngelCalc, it still seems the dilution from this new YC deal will be greater than the old YC deal post-equity round in basically every circumstance. Essentially, with this new deal, after equity financing YC will own 7% minus the dilution from the equity round minus dilution from any options pool increase [1]. Previously, after equit…

I answered your first model comparison with point #1. Can't use it here since I don't know what other scenarios you're modeling out. I think points #2 and #3 continue to apply. You can't say that the new framework will result in more dilution in "basically every circumstance," because that assumes all of the surrounding aspects of the circumstances will continue to remain the same. I can model out a scenario for you…

For us mere mortals following along... I don't necessarily understand what you guys just debated about the impact of options pools but I did grok this from the spreadsheets: In the new model,

Founder stake goes 48.8% -> 49.6%, a modest 1.63% increase.

YC stake goes 3.68% -> 4.55%, a whopping 24% increase.

Other SAFE investors stake declines 12.5% -> 10.8%, a 13% decrease.

So while the immediate impact on founders appears negligible (assuming all variables stay the same), it would seem that this new model represents a fairly large transfer of ownership from other SAFE investors to YC.

Wouldn't this be a cause of concern for founders? If SAFE investors have a particular percentage ownership in mind, wouldn't this push founders to raise more from them (or give a discount, etc.) and thus increase dilution?

Re: New Standard Deal

#78

Post by sethbannon »

abalone wrote: post #77
jasonkwon wrote: post #71

Earlier quoted context omitted.

I answered your first model comparison with point #1. Can't use it here since I don't know what other scenarios you're modeling out. I think points #2 and #3 continue to apply. You can't say that the new framework will result in more dilution in "basically every circumstance," because that assumes all of the surrounding aspects of the circumstances will continue to remain the same. I can model out a scenario for you…

For us mere mortals following along... I don't necessarily understand what you guys just debated about the impact of options pools but I did grok this from the spreadsheets: In the new model, Founder stake goes 48.8% -> 49.6%, a modest 1.63% increase. YC stake goes 3.68% -> 4.55%, a whopping 24% increase. Other SAFE investors stake declines 12.5% -> 10.8%, a 13% decrease. So while the immediate impact on founders app…

You've nailed it. Becaise of YC's increased ownership, founders will either have to raise less from SAFE investors or take more dilution, because this change won't make those SAFE investors be willing to pay higher valuations. That's the downside.

Re: New Standard Deal

#79

Post by jasonkwon »

abalone wrote: post #77
jasonkwon wrote: post #71

Earlier quoted context omitted.

I answered your first model comparison with point #1. Can't use it here since I don't know what other scenarios you're modeling out. I think points #2 and #3 continue to apply. You can't say that the new framework will result in more dilution in "basically every circumstance," because that assumes all of the surrounding aspects of the circumstances will continue to remain the same. I can model out a scenario for you…

For us mere mortals following along... I don't necessarily understand what you guys just debated about the impact of options pools but I did grok this from the spreadsheets: In the new model, Founder stake goes 48.8% -> 49.6%, a modest 1.63% increase. YC stake goes 3.68% -> 4.55%, a whopping 24% increase. Other SAFE investors stake declines 12.5% -> 10.8%, a 13% decrease. So while the immediate impact on founders app…

The impact on safe investors will be less than in those 2 models because those models assume no pool, ie no hires between Safes and Series A. That’s why I said it was artificial, and that safe investors will do better than depicted. In reality there will be some amount of pool in most cases, so the safe investors won’t be bearing the full impact of the dilution from the 10% pool, ie they will own more than in the screenshot posted.

You’re right that many safe investors have a particular % in mind when the invest. The problem with the old framework is that they had no certainty on that. They could invest $1m at $9m premoney cap and think they got 10% but if the company raised more money on a bunch of other Safes or caps, they ended up with a lot less. The dilution confusion impacted both founders and investors alike. In the model you saw, the safe investors got exactly what they bargained for, 16.7% (2m invested at 12m post = 2/12 = 16.7%), and then ended up with ~11% because they were diluted by the Series A round. That’s what happens - each round dilutes the next. It’s also what would happen if those investors just did a priced round instead of using a safe.

The safe investors also now have the option to ask for a side letter that gives them the right to invest Pro Rata at the Series A. They didn’t have this in the prior framework. And if they did do Pro Rata here, they would probably end up with more ownership than they would in the old framework. This is actually more consistent with how most investors invest. Spread bets early and then double down on the ones that are working, based on an ownership level that they know they have today.

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