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An article written by Gabriel Li (Vice President, Legal at Kredivo Group Limited) and Dr Jeremy Loh (Genesis Alternative Ventures) explains liquidation preference. Published by the Singapore Law Watch.

If you’re in the process of seeking equity financing or have done so previously, you’ve likely encountered the concept of “liquidation preference.” While online searches yield numerous articles providing a general overview, they often lack region-specific insights, particularly for founders seeking funding for a Singapore private limited company. This article offers a comprehensive introduction to “liquidation preference” within the Southeast Asia context, along with practical negotiation advice.

A must-read article for all startup founders and venture capitalists. Click here to access the full article.


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Who is SVB?

In 1983, Bill Biggerstaff and Robert Medearis, former Bank of America managers, founded Silicon Valley Bank to cater to the specific needs of startup companies. The banking industry at the time had little understanding of startups, particularly those without immediate revenue streams. SVB recognized this gap and developed loan structures that accounted for the unique challenges faced by these companies, managing risk based on their business models.

At the end of 2022, SVB was the 16th largest bank in the United States and the largest by deposits in Silicon Valley, solidifying its position as go-to bank for venture-backed tech startups. Legendary venture capitalist, Michael Moritz, longtime partner at Sequoia Capital calls SVB “the most important business partner” in Silicon Valley over the past 40 years.

 

What happened?

The collapse of SVB, a trusted banking partner and venture lender to many tech companies and known as the “bank for private equity”, was a sobering event. With over 40 years of experience, SVB had developed a comprehensive product suite tailored to the needs of the tech industry, offering mortgages to executives, credit lines to VC funds to keep capital flowing, and venture debt to startups that larger lenders deemed uncreditworthy. Its global offices enabled it to serve VCs and startups worldwide, not just in the US, where it was a banker for 50% of tech and life sciences startups.

However, the bank’s downfall resulted from a fundamental mistake: investing in longer-term mortgage securities with over 10 years to maturity, rather than shorter-term treasuries or mortgages. During a period of historic lows in interest rates, SVB invested depositors’ funds in long-term treasury bonds. And as the Federal Reserve raised interest rates to combat inflation, the value of those bonds plummeted, causing an asset/liability mismatch and leading to the bank’s collapse.

SVB with a loan book worth $74 billion as of December 31, 2022, had a diverse portfolio of loans. About 56% of its loan portfolio was dedicated to loans to venture capital and private equity firms, which were secured by their limited partner commitments and used to make investments in private companies. Mortgages to high-net-worth individuals accounted for 14% of its loans, while 24% were to technology and health care companies, including 9% to early and growth-stage startup companies. According to Bloomberg, SVB’s loan portfolio included many lower-risk and lower-yield loans. The bank’s non-performing loans in 2022 represented only 0.18% of its total loans, suggesting overall good credit performance. 

 

So what happens now that SVB is no longer available to serve the startup community in the US?

SVB’s absence in the startup community in the US is likely to have significant consequences. While Silicon Valley Bridge Bank has stepped in as a temporary successor, encouraging its clients to diversify their deposits and operations between banks, it appears that the damage is already done and most of SVB’s clients have already withdrawn their funds and switched to larger banks.

VC and PE funds that relied on SVB’s subscription lines of credit to bridge capital calls will face challenges. These lines of credit allow General Partners of a fund to delay the funding commitment from their Limited Partners for up to a few months. These funds will now have to establish new banking relationships to channel their capital call funding, which could cause delays in funding new investments and have downstream impacts on startups that require funding.

The rise of venture lending in recent years has been fueled by startups’ need to diversify their funding sources and reduce reliance on equity raises. According to PitchBook data, the second quarter of 2022 saw the second-largest total venture debt value in the past decade. 

In 2022, more than $30 billion in loans were provided to US-based VC-backed companies, which showed an appetite for debt despite rising interest rates. As one of the largest venture lenders, SVB’s exit will create a gap in the market for technology companies seeking to raise debt. It is unclear if other venture lenders will step forward to cover this gap, especially for companies with undrawn SVB lines.

 

The Venture Debt Outlook Going Forward

The consequence of SVB’s demise may include higher capital costs and tighter cash flows for startups, leading to more distressed companies. SVB, which has been the largest venture debt lender and has offered attractive rates to startups, may face challenges in the future as it is likely to be sold to another bank. This could potentially make it more difficult and expensive for startups to secure debt capital. While there are over 170 active venture debt funds in the US, according to PitchBook, these debt funds may need to step up to gain a bigger share of the venture loan market.

 

A version of this article appeared on Genesis’ LinkedIn page on 21 March 2023.


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The ambition of any startup was to become a unicorn. However, with the recent battering of the financial markets and the looming threat of a 2023 global recession, the pendulum of venture financing has swung from feast to famine.

Startups in Southeast Asia have not been spared from the “perfect storm”. Gone are the days when venture funding was readily available for “growth at all costs.” Instead, investors have been tightening their purse strings and prioritizing strong unit economics, sustainable growth, and conserving cash. Therefore it is not surprising that Founders are feeling anxious and looking for alternative sources of financing.

To explore the ecosystem’s perceptions of such an alternative financing instrument, venture debt, INSEAD GPEI collaborated with Genesis Alternative Ventures to survey founders, venture capital firms, and investors.

Read our whitepaper here: Click to download

 

Related content:

Venture debt: The new growth mantra for start-ups in Southeast Asia


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Genesis welcomes our latest Limited Partner, OurCrowd, is a global venture investing platform that empowers institutions and individuals to invest and engage in emerging companies. OurCrowd manages more than $1.9B in committed funds for its 300+ portfolio companies and venture funds.

We sat down with Jon Medved (JM), Founder & CEO of OurCrowd. John is a serial entrepreneur and investor, who has been named by the Washington Post as “one of Israel’s leading high tech venture capitalists” and by the New York Times among the “top 10 most influential Americans who have impacted Israel.

 

Q1: You’ve been in the startup industry for a very long time. What is it that excites you about the industry?

JM: Startups are the lifeblood of technological innovation and progress. Decades ago, Lockheed Martin invented Skunk Works, and Xerox created Xerox Park, where the brightest minds could dream up big ideas unhindered by stultifying corporate red tape.

Today, the smartest companies in the world – including all the tech giants – realize that the only way to bring innovation into their products is to scout for startups developing relevant tech, invest in them, and snap them up. Today’s entrepreneurs have become Rockstars who are often celebrated and admired. They are responsible for building the world’s largest companies who have completely transformed our lives. Startups are developing the tech we need for computing, communication, and commerce, not just for the tech industry alone, but to address the critical issues of our time: food production, healthcare, clean water, sustainable energy and much, much more.

As a venture capitalist, I have the privilege of enabling visionary founders and innovators by connecting them with the investors who can fuel their startups and transform their dreams into commercial reality. Our companies literally save lives, heal the sick, and provide fresh food, water and clean energy where it’s most needed. They protect critical infrastructure from cyber-attacks. They provide the digital tools that help businesses grow. They entertain and they create employment. And when they succeed, they repay their investors many times over. It’s the best job in the world.

 

Q2: OurCrowd is a well-known equity investor and you’ve now launched a venture debt strategy. Can you tell us your rationale? What has been the reaction from your investors and startups?

JM: OurCrowd’s mission was always to democratize access to private markets, so in that sense it’s just a natural continuation of our journey. This initiative also came at a perfect time. Demand for venture debt is at an all-time high as entrepreneurs and investors alike realize its critical importance in the market.

This new debt product serves us in two ways. It allows us to further support our portfolio companies by offering them non-dilutive financing, which is highly relevant given the decline in valuations and the desire to avoid serious dilution from a down round. It also expands our value proposition to our investors with a cash-generating facility that provides steady income and much shorter duration than the equity investments. We are getting great feedback from both portfolio companies and investors for adding this new asset class, as evidenced by the oversubscribed Genesis first close.

 

Q3: Why did you choose to partner with Genesis?

JM: We decided to partner with Genesis because of the Genesis team’s strong domain expertise, with 40 years of VD/VC/PE experience and $100m+ venture debt deals executed. They are probably the most experienced venture debt team in Southeast Asia. The team’s performance speaks for itself in the early results from Fund I.

Genesis also gives us access to a unique market opportunity. Venture debt is growing strongly across Southeast Asia and high-growth companies that raise venture debt typically do so concurrently with an equity fund raise. In 2021, a record $621B was invested into global startups with $25B injected into companies in Southeast Asia. This represents a 3x increase over equity raised in 2020.

OurCrowd also likes to invest alongside strong LPs, like the Fund I investors who also decided to invest in Fund II and include some of the strongest institutional investors in the region. Moreover, we know many of the key members of the funds management for many years, and not only like them and appreciate them as fine human beings, but we continually are amazed by their talent and high ethical standards. When a great team addresses a huge and fast-growing market opportunity at the right timing, this is a good time to invest.

 

Q4: Where do you see the venture capital industry, especially venture debt, going in the next 5 years in SEA and Israel?

JM: A typical benchmark used by research analysts is to estimate the total size of the venture debt market as a percentage of total venture capital invested during a given year. Estimates are that the venture debt market in SEA represents ~2-5% and in Israel ~5-10% compared to 15-20% in the US. These two markets achieved fundraising records in 2021. Israeli startups raised $25.4b, a 136% increase on the previous year, while SEA startups raised $25.7b, a 167% YOY increase. We believe that the record VC money raised in 2021, maturing of the market and strong demand for venture debt amid the current global slowdown will continue to be the main drivers pushing the growth of this market.

 

Q5: How and where can startups in SEA and Israel collaborate together?

JM: Startups are shrinking the world. Cross-cultural collaboration is essential for innovation, because it breaks boundaries of thinking and attitude. Just look at how many of the top tech executives in the US are immigrants. One of Israel’s great strengths that has helped make our tiny country a global tech powerhouse is the fact that our population comes from more than 100 different countries, creating a rich cultural diversity that expands knowledge and thinking. Every time an Israeli startup begins a collaboration with a partner or customer from another country, it adds to its experience and effectiveness.

We are now seeing the same phenomenon in our new relationship with the Gulf states following the signing of the Abraham Accords, where Emiratis and Israelis are bringing different and complementary skills and experience to bear on a wide variety of issues and creating something brand new and even more exciting. In the same way, collaboration between startups in SEA and Israel can only enrich everyone involved and expand their horizons. Israeli companies can benefit from SEA skills in scale up and manufacturing, SEA companies can benefit from Israeli R&D prowess and deep tech innovation.

 

Q6: What do you look for in a founder or founding team?

JM: OurCrowd vets hundreds of startups every month and chooses perhaps one or two percent to add to our platform. Our founders must display technological excellence, relevant experience, original proprietary technology, good management skills and commercial sensibility. It is very rare for one person to have all those skills, so we tend to invest in teams of founders whose skills and experience combine to create the right group to establish, lead and build a company with a potentially commercial product. Moreover, we want to work closely with our teams, so it helps to like them!

 

Q7: What are the challenges and opportunities that you are seeing in the tech industry?

JM: The world is in crisis. We need answers to the critical issues facing our planet and its people. Startups can create the technology we need to fix the world. Just look at BioNTech, a startup founded by Turkish immigrants in Germany that created the vaccine marketed by Pfizer. Startups that tinker with problems that no-one needs to solve will not survive. But founders who identify a real problem, develop a practical, commercial solution and find a way to market will continue to succeed.

 

Q8: Any advice to founders on weathering the current downturn?

JM: This market correction was almost mandatory if you look at the soaring valuations of the past few years. Founders can no longer expect to enjoy the soaring double-digit price/revenue ratios that we have seen. There is still a lot of venture capital waiting to be deployed, but investors will want to see realistic business models and more modest spending. Founders should trim costs, extend their runway, and turn to alternative financing like venture debt instead of dreaming of huge cash injections from selling off tiny parcels of equity at high valuations.

 

Q9: What is your favourite movie and why?

JM: It’s A Wonderful Life. No explanation necessary.

 

Q10: What’s next for you?

JM: I have the greatest job and the cutest grandchildren in the world. I’m staying right here with them in Jerusalem, the most beautiful city on Earth.


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September 5, 2022 by Garage – Business Times

TOUGH market conditions are creating a spike in demand for venture debt among startups. A tighter funding environment along with unfavorable exit conditions in public markets have led to more venture debt requests, even more so than at the onset of the pandemic in 2020.

Venture debt provider Genesis Alternative Ventures has been tracking quarter-on-quarter growth in venture debt requests and is seeing an average of between US$80 million and US$100 million of requests per quarter currently.

Traction among investors for venture debt appears to be growing, as Genesis Alternative Ventures is now raising its second fund, with a target of US$150 million. Half of the funding target has been committed, with 80 per cent of the investors following on from the first fund.

Read the full Business Times article here.


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19 May 2021/ by CrestBridge

With market awareness of venture debt low, it is private debt’s best kept secret. That hasn’t stopped venture debt from substantially growing its market share of the start-up ecosystem.

Here are 5 reasons why this under-utilised asset class will boom over the next 3 years:

  • It is a growth powerhouse with $47b worth of assets under management in 2021.
  • There are only a few venture debt managers in the market right now.
  • Start-ups like not giving up their equity in return for a cash injection.
  • The returns are high relative to other fixed income investments.
  • The rise of SPACs complements venture debt.

Read the full article here.


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In this Masterclass on venture debt for NTU Entrepreneurship Society, Dr. Jeremy Loh shares the following insights:

  • Background of venture debt industry
  • Differences between VC and PE firm 
  • Blended costs of capital
  • How startups are assessed before investments are made and the importance of credit history
  • The importance of partnerships within the venture funding community. 
  • Advice for future founders with ambitious aspirations or need capital to scale
  • What it takes to be an intern at a venture fund with a personal sharing by Genesis intern Kang Ying Kwek (Class of 2021).
  • Internship opportunities at Genesis and portfolio companies.

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Over the past two years, we have seen how the global pandemic adversely affected companies across a wide range of sectors from the implementation of lockdowns and travel restrictions, to an increase in the visibility and transparency of supply chains. Despite being a difficult year for numerous businesses, many startups, especially in the Southeast Asia region have powered through.

While the global pandemic will eventually recede, the impact of business decisions made during these pressing times will go a long way. Startups that raise capital and have a spare dime for rainy days like these will have an edge.

Cash Burn J-Curve

One of the most persistent challenges for startups is to sufficiently capitalize the business from the inception of the company until profitability. US startups have had the good fortune of leveraging on venture debt for several decades. Despite a very challenging Covid year in 2020, startups in the US received debt financing valued at more than $25 billion[1], the third consecutive year for the market to surpass $20 billion in venture loans.

Most startups traditionally utilize equity as their source of capital and go on to raise billions of dollars to fund the J-curve growth of their business. The J-curve is commonly used to illustrate the tendency of a startup company to produce negative net income initially, and then deliver accelerated positive results as the company matures. The negative net income area above the “J” represents the total cash needed to achieve profitability and the typical startup company will take at least six years before becoming profitable.

 

Fig. 1 – J Curve

Source: https://pitchbook.com/news/reports/q1-2021-pitchbook-analyst-note-venture-debt-a-maturing-market-in-vc

Blend of Venture Equity and Debt Capital Markets

As venture debt has emerged in Southeast Asia, an increasing number of companies have deployed debt financing to complement equity rounds. To date, there are about 80 – 100 Southeast Asia companies that have already benefited from venture debt.

Genesis Alternative Ventures is a Singapore-based venture debt fund that invests debt capital into promising early-growth startups that are expanding their business presence across Southeast Asia. We will feature 2 Genesis portfolio companies – Horangi Cyber Security and GoWork and share their venture debt journeys.

Example 1. Horangi

Founded in 2016, Horangi is a cybersecurity company that provides security support for enterprises in Asia against cyberattacks through its suite of products and professional advisory services.

Venture debt became a useful, less-dilutive tool for Horangi as it enhanced its cloud security products, increased its talent pool and acquired customers through sales and marketing activities as part of their growth and expansion plans. “As a startup with a short operating history, it is almost impossible to get normal bank loans, which is where venture debt fills in the gap.” Horangi was also looking for partners who could add substantial value to their business and “partnering with strategic investors like Genesis will help propel our next growth stage,” said Paul Hadjy, CEO and Co-founder, Horangi.

“As Horangi scales its business, choosing a venture lender who is committed and understands the business is critical. It’s not only about access to capital, but also the flexibility and the invaluable network that Genesis brings along.” – Dr. Jeremy Loh, Managing Partner of Genesis Alternative Ventures.

Example 2: GoWork

Founded in 2016, GoWork is a leading premier co-working space operator in Indonesia.

“Co-working is not a category anymore, it’s just how people work. It’s a matter of time when every office building or mall in Jakarta will need a space.” For GoWork to double down on its focus on Jarkarta and reach over 100,000 sqm by 2020, the company took on venture debt to fund its working capital. “We wanted to have diversification in our capital structure without incurring dilution,” said Vanessa Hendriadi, CEO & Co-founder, GoWork.

Not only does venture debt help with working capital needs, but entrepreneurs are also seeking “more efficient capital and putting in place additional capital buffers”. – Martin Tang, Co-founder of Genesis Alternative Ventures.

Venture Debt Moving Forward

Venture debt offers an additional channel of financing for entrepreneurs who want to leverage debt financing to balance the cost of capital. Venture debt is set to play a bigger role as more startups are growing amid a global pandemic and are looking for ways to raise additional capital without significant dilution to their equity stakes.

To find out more about venture debt, access the Southeast Asia Venture Debt Industry Report 2021 co-authored by Genesis Alternative Ventures and PwC Singapore here.

[1] https://pitchbook.com/news/reports/q1-2021-pitchbook-analyst-note-venture-debt-a-maturing-market-in-vc


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Watch this video to learn how companies benefit from venture debt to complement their equity fundraises at early stages of growth.

 

In this video, the following founders from Genesis’ portfolio companies share why they chose venture debt and how they benefited from it:

  • Tanihub’s agritech business is a capital intensive one that needed a significant amount of investment. They  leveraged venture debt to minimise equity dilution.
  • Proptech Gowork approached venture debt with the aim of diversifying their capital structure to minimise dilution. They also benefited  from Genesis’ business guidance along the way and introductions to prospective clients and investors for subsequent fundraising.
  • With Genesis’ strong relationship with many Venture Capital firms in the ecosystem, Lynk Global found it a good way to gain more recognition.

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Ben J Benjamin shares with Prof Claudia Zeisberger, Professor of Entrepreneurship & Family Enterprise at INSEAD about the type of start-ups venture debt funds like Genesis prefer  to invest in – funding stage, industry, business model and geographical location.

 

Follow Claudia Zeisberger for other insightful discussions:

LinkedIn: https://www.linkedin.com/in/claudiazeisberger

Website: https://claudiazeisberger.com/