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DOMOCO
LOGICSUN
SIMPLIVITY
WARBYPA
HONESTC
QUALTRIC
DOCUSIGN
SLACKTAN
2015
VC Unicorn
Report
Number of
U.S. unicorns
nearly
doubles in
2015
Dissecting
unicorns: the
details behind
the terms
Unicorn
“League
Tables”
In-depth terms and more behind the
greatest unicorns in venture history
4 14-167-10
PITCHBOOK 2015 VC UNICORN REPORT 2
Contents
Overview
Terms Highlights
Terms Tables
Winter is Coming
Unicorn Checkups
4-5
6
7-10
11
12-13
14
LEAGUE TABLES
U.S. VC firms with the most unicorns in
their portfolios
Investors with most eventual unicorns by
initial investment stage
CREDITS & CONTACT
PitchBook Data, Inc.
JOHN GABBERT Founder, CEO
ADLEY BOWDEN VP, Analysis
Content
ALEX LYKKEN Editor
ANDY WHITE Lead Data Analyst
GARRETT BLACK Senior Financial Writer
DANIEL COOK Senior Data Analyst
KYLE STANFORD Senior Financial Writer
BRIAN LEE Data Analyst
CHELSEA HARRIS Data Analyst
MIKEY TOM Financial Writer
JENNIFER SAM Senior Graphic Designer
JESS CHAIDEZ Graphic Designer
Contact PitchBook
pitchbook.com
RESEARCH
research@pitchbook.com
EDITORIAL
editorial@pitchbook.com
SALES
sales@pitchbook.com
COPYRIGHT © 2015 by PitchBook Data,
Inc. All rights reserved. No part of this
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written permission of PitchBook Data, Inc.
Contents are based on information from
sources believed to be reliable, but accuracy
and completeness cannot be guaranteed.
Nothing herein should be construed as any
past, current or future recommendation to
buy or sell any security or an offer to sell, or
a solicitation of an offer to buy any security.
This material does not purport to contain
all of the information that a prospective
investor may wish to consider and is not to
be relied upon as such or used in substitution
for the exercise of independent judgment.
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PITCHBOOK 2015 VC UNICORN REPORT 4
When Aileen Lee of Cowboy
Ventures coined the term
“unicorn” in late 2013, startups
valued at $1 billion or more were
still a rarity. Not anymore. The
number of U.S.-based startups
hitting that mark skyrocketed in
2014 and nearly doubled through
August of this year. In less than
two years, the VC industry has
transformed a mythical creature
into a somewhat common one.
Earlier this year, Fenwick & West, a
Silicon Valley law firm, published a
valuable and well-received study
that dove into the financing terms
of 37 U.S.-based unicorn rounds.
Bouncing off Fenwick’s work, we
wanted to dive a bit deeper and
get more specific, looking at a
select few raw financing terms
and holding them against our
valuations database. Beginning
on page 7, we’ve laid out a table of
terms that reflects those findings,
and throughout the report try to
shed light on their significance
against our own data.
If nothing else, we think the terms
behind recent unicorn valuations
muddy the waters a bit around
the bubble debate. There’s little
doubt that valuations are frothy,
especially in the U.S. market. But
some data points make more sense
given our findings. For example,
investors in recent unicorn rounds
have bulked up on downside
protections in pre-IPO rounds to
avoid being burned if a company
later drops below its IPO price.
That quasi-insurance against a
downturn has made investors
less apprehensive about joining
massive financings, helping explain
the sheer rise in unicorns over the
past year. It also helps explain the
chart on the bottom of page 5.
Between 2006 and 2014, the
median late stage VC valuation
rose nearly in tandem with the
Russell 2000 Growth Index, a fair
proxy for the U.S. tech market.
Beginning this year, though, the
median late stage VC valuation
significantly quickened its pace
Overview
Total # of current U.S. unicorns minted by year
Age of current unicorns by year
Valuation step-ups from prior round
6 4 4
33 32
0
5
10
15
20
25
30
35
2011 2012 2013 2014 2015*
2
4
6
8
10
2011 2012 2013 2014 2015*
Median Average
6.5x
10x
4.4x
2.4x 2.1x
0
2x
4x
6x
8x
10x
12x
2011 2012 2013 2014 2015*
As of 8/31/2015
Source: PitchBook
As of 8/31/2015
Source: PitchBook
As of 8/31/2015
Source: PitchBook
PITCHBOOK 2015 VC UNICORN REPORT 5
against the index. Because
new investors are so well
protected in the event of
IPOs and/or acquisitions,
valuations would need to fall
by big margins (upwards of
90% of some cases) before
investors come up short.
Downside protections also
help explain the divergence
in unicorn rounds and unicorn
exits. Through June, unicorn
rounds have outnumbered
unicorn exits in the U.S. by a
4-to-1 margin.
With the terms behind these
unicorn rounds somewhat
insulated from broader
market conditions, it’s not as
surprising to see investors
agree to back them.
Median Russell 2K Growth price vs. median VC valuations
0
50
100
150
200
250
300
350
400
2006 2007 2008 2009 2010 2011 2012 2013 2014 2015*
Russell 2K Growth Later Stage VC Valuations
Time between first VC round and unicorn
round (years)
Time between prior VC round and unicorn
round (years)
0.00
2.00
4.00
6.00
8.00
2011 2012 2013 2014 2015*
Median Average
0.00
0.50
1.00
1.50
2.00
2.50
2011 2012 2013 2014 2015*
Median Average
As of 8/31/2015
Source: PitchBook
As of 8/31/2015
Source: PitchBook
As of 8/31/2015
Source: PitchBook
PITCHBOOK 2015 VC UNICORN REPORT 6
Terms Highlights
By and large, the terms behind
recent unicorn rounds shows a
pronounced focus on downside
protections with relatively moderate
upside benefits.
To paraphrase Ms. Lee, the valuations
we’re seeing today pose risks to
investors if they can’t be sustained
in the public markets. Knowing
that, investors have sought safety
in unicorn rounds, demanding
pre-determined gains and/or
valuations once IPOs or acquisitions
become possible. In effect, private
investors have allotted themselves
better downside protection than
is available for later investors that
buy the stock once the companies
go public. Should those companies
keep raising money in the private
markets, it wouldn’t be surprising
(or too worrying for investors) if
down rounds ticked up a bit, since
those investors won’t feel the impact.
Founders will, however, as will the
company’s employees; liquidation
preferences set in late stage rounds
can affect the stock options for
employees further down the totem
pole.
Even without stronger upside
benefits, investors at the late
stage could be settling for sturdier
downside protections for a number
of reasons. Their own LPs could be
putting pressure on them to get
involved in well-publicized unicorn
rounds, or because non-traditional
investors like mutual funds are
forcing their hands by leading those
rounds in the first place. They may
also be trying to protect their own
portfolio stakes and investing at
higher valuations, as long as those
protections are firmly in place.
After several recent IPOs rose
before eventually falling below
their offering prices, investors
in more recent unicorn rounds
have restructured their terms to
protect themselves from getting
burned. Most of the terms featured
here include either minimum, pre-
determined IPO valuations, or
valuations at or above the original
unicorn investment round price.
Some recent IPOs, notably those of
Hortonworks, Box and New Relic,
took haircuts on their offerings, going
public at share prices below their
previous, private financing rounds.
We did an analysis earlier this year
and found that a significant number
of tech companies (at the time) were
taking haircuts in their IPOs.
It will be interesting to see what impact
added downside protections will have
on that trend going forward. Should
markets trend downward, the floors
established by investors might not be
feasible, at least in the near-term. With
startups raising “private IPO” rounds
over the past two years—amidst better
market conditions—it’s possible that
preference for private financing will
continue if the public markets show
signs of instability.
Downside protection is even
stronger in the event of
an acquisition. Every filing we
researched included liquidation
protection over common stock,
and in some cases included senior
liquidation protections over earlier
series investors. With those senior
liquidation protections in place,
paper valuations would need to
be significantly overvalued versus
the acquisition price before those
unicorn investors lost money on their
investments.
Acquisition protection
terms and liquidation
preferences
IPO protection
terms
Super Voting Stock Dividends
IPO Auto Convert Above
Per Share priceParticipation
Multiple Liquidation
Preference
No
Yes; dual class
common stock
structure; class A
shares are held by the
founders - 1 share of
Class A common=40
votes
No
No
No
8% non-cum
dividends on all
series of Pref;
Pref. dividends also
participate with
common after they
after they receive
their preferential
amount
8% non-cum
dividends on all
series of Pref.;
A,B,C,D,D2 senior
to Series 1; Pref.
dividends also
participate with
common after
they receive their
preferential amount
8% non-cum
dividends on all
series of Pref.;
Pref. dividends also
participate with
common after they
after they receive
their preferential
amount
Non-cum:
11.4% dividend for
Series C
15.98% dividend for
Series B
8% for Series A
and A1
Dividends also
participate with
common after they
after they receive
their pref. amount
Pref. series can
forgo dividends w/
majority vote; 8%
non-cum dividends
on all series of Pref.;
Pref. dividends
also participate
with common
after receiving
preferential amount
Non-participating;
however, Pref.
holders auto
convert to common
if remaining
assets are greater
than stated Pref.
liquidation amount
Non-participating;
however, Pref.
holders auto
convert to common
if remaining
assets are greater
than stated Pref.
liquidation amount
Non-participating;
however, Pref.
holders have the
right to convert
to common if the
remaining assets are
greater than stated
Pref. liquidation
amount
Participation with
cap limit
Non-participating;
however, Pref.
holders have the
right to convert
to common if the
remaining assets are
greater than stated
Pref. liquidation
amount
No
No
No
Yes; Series A and
A1 get 1x their
OIP, Series B gets
2x their OIP and
Series C gets
1.42857x their OIP
before common
shareholders get
paid
No
No; converts at OIP
No; converts at OIP
Yes:
Series E=$17.98 or
1.3x OIP
Series D=$16.15 or
1.75x OIP
Junior series=$10
Series C=$70 million
in proceeds
Series B=$50 million
in proceeds
Junior series
(Series A and Series
A1)=$18.1755 per
share
No; converts at OIP
No; each holder of
common entitled to
the right of one vote
per share of common
Non-cumulative;
corporation shall
not declare any
dividends on
shares of any other
class or series of
capital stock of
the corporation
unless the holders
of the preferred
then outstanding
shall first or
simultaneously
receive a dividend
on each outstanding
share of Pref. stock
Non-participating No No; converts at OIP
7PITCHBOOK 2015 VC UNICORN REPORT
8PITCHBOOK 2015 VC UNICORN REPORT
Note:
If class A common
shares are sold
through a secondary
transaction, they
automatically convert
to Class B common
shares - this keeps
voting power in the
hands of the founders
Voting/Election of
Directors
Protective
Provisions
Preferred series vote
equally with common:
1 vote per share
3 preferred directors:
Series A: 1 Director
Series B: 1 Director
Series C: 1 Director
Common=3 Directors
Series 1=1 vote (if
held by founder
then votes=40 per
share); senior Pref.=1
vote; 3 preferred
directors-
Series A: 1 Director
Series D2: 1 Director
Series 1: 1 Director
Pref. series vote
equally with
common: 1 vote per
share; Pref. series
must hold 7.5% of
outstanding shares
for the provisions to
apply; Series E, D, C,
B and A, 1 vote each
Preferred series
vote equally with
common: 1 vote per
share
3 preferred
directors-
Series A: 1 Director
Series A1: 1 Director
Series B: 1 Director
Preferred series
vote equally with
common: 1 vote per
share
4 Pref. Directors:
Series A: 2 Directors
Series B: 1 Director
Series D: 1 Director
common: 1 Director
N/A
Can’t redeem or
repurchase shares
in excess of 10%
without the vote of
Senior preferred
stock
Series D and E
will get additional
shares If any new
series is issued that
adversely affects
automatic IPO
conversion price
N/A
N/A
Future Financing
Protection Terms
IPO Protection
Terms
Acquisition
Protection Terms
Weighted average
anti-dilution
adjustment
Weighted average
anti-dilution
adjustment
Weighted average
anti-dilution
adjustment
Weighted average
anti-dilution
adjustment
Weighted average
anti-dilution
adjustment
Minimum IPO price
must be greater
than $108.17 per
share or greater
than $500 million
No less than unicorn
round investment
price
No less than unicorn
round investment
price; however,
Series D and E
will get additional
shares If any new
series is issued that
adversely affects
automatic IPO
conversion price
Minimum IPO price
must be greater
than $21.9704 per
share or additional
preferred shares will
be issued through
the adjustment of
Series C and
Series B conversion
prices
Yes; minimum
IPO price must
be greater than
$10.46598 per share
or total proceeds
greater than $35
million for Series D
holders
Pari Passu (A,
B, C, D, E and F
participate equally);
liquidation
protection over
common stock
Senior liquidation
protection over
series: A,B,C,D,D2
senior to Series 1;
liquidation
protection over
common stock
Senior liquidation
protection over
series: Series E is
senior to Series D
and D is senior to
Series A,B and C;
liquidation
protection over
common stock
Pari Passu (A,A1,B
and C participate
equally);
liquidation
protection over
common stock
Pari Passu
(preferred series
participate equally);
liquidation
protection over
common stock
Note:
Common holds
equal board votes
to Pref
Note:
Terms are generally
favorable to the
investors
Series A elects 1
director (Series A
director) Series B
elects 2 directors
(Series B directors)
Series C elects 1
director (Series C
director)
N/AWeighted average
anti-dilution
adjustment
No less than unicorn
round investment
price
Senior liquidation
protection over
series - yes: Series
C and D are senior
to series A and
B; liquidation
protection over
common stock
Note:
Pref. holds a
majority of board
votes
Super Voting Stock Dividends
IPO Auto Convert Above
Per Share priceParticipation
Multiple Liquidation
Preference
No
Class A and B common
shall at all times vote
together as one class
on all matters; each
holder of shares of
class B entitled to
10 votes common;
each holder of shares
of class A common
entitled to one vote
Yes; dual class
common stock
structure: class A
and class B common
shall at all times vote
together as one class
on all matters. Each
holder of shares of
class A entitled to 10
votes common;
class B=one vote
No
No; each holder of
common entitled to
the right of one vote
per share of common
8% non-cum
dividends on all
series of Pref.;
Pref. dividends also
participate with
common after they
after they receive
their preferential
amount
Non-cum
dividends at the
rate of .314848 for
Series A, 2.012024
for Series B, and
3.679568 for
Series C
8% non-cum
dividends on all
series of Pref.;
Pref. dividends also
participate with
common after they
after they receive
their preferential
amount
Non-cum dividends
at the rate of .9248
for Series B, .0954
for Series A, and
.0773 for Series
Seed
Non-cum dividends
at the rate of
.013401 for Series
A, .110018 for Series
B and .745054
for Series C. After
payment above,
add. dividends
distributed among
preferred, founders,
and common pro
rata based on # of
shares of common
then held by each
holder
Non-participating;
however, Pref.
holders have the
right to convert
to common if the
remaining assets are
grater than stated
Pref. liquidation
amount
Non-participating
Non-participating;
however, Pref.
holders have the
right to convert
to common if the
remaining assets are
greater than stated
Pref. liquidation
amount
Non-participating
Non-participating
---distributed
among the holders
of the founders,
preferred and
common pro rata
based on the
number of shares
of common held by
each
No
No
No; however, Series
F has a liquidation
price much lower
than OIP: $.0810,
90.3 times lower
than OIP
No
No
No; converts at OIP
No; converts at OIP
No; converts at OIP
No; converts at OIP
No; converts at OIP
No 8% non-cum
dividends on all
series of Pref.;
Pref. dividends also
participate with
common after they
after they receive
their preferential
amount
Participation with
cap limit
All shares get their
original investment
and then participate
with common up to
1.5x their original
investment
No; converts at OIP
PITCHBOOK 2015 VC UNICORN REPORT 9
PITCHBOOK 2015 VC UNICORN REPORT 10
Note:
In 2015 the company
plans to repurchase
$64 million in out-
standing securities
Voting/Election of
Directors
Protective
Provisions
Preferred series
vote equally with
common: 1 vote per
share
Series C, Series B
and Series A get 1
Board vote each
common gets 1
Board vote
The holders of the
majority of common
stock can elect 4
members of the
Board (Common
Directors)
Each holder of
shares of class A
entitled to 10 votes
common; each
holder of shares of
class B common
entitled to one vote;
Series E gets 1
Board vote;
common gets 4
Board votes
N/A
Each holder of
shares of class B
common entitled to
one vote
N/A
N/A
Series E and Series
F have special
protective voting
covenants when it
comes to issuing
new shares
N/A
N/A
Future Financing
Protection Terms
IPO Protection
Terms
Acquisition
Protection Terms
Weighted average
anti-dilution
adjustment
Weighted average
anti-dilution
adjustment
Weighted average
anti-dilution
adjustment
Weighted average
anti-dilution
adjustment
Weighted average
anti-dilution
adjustment
Only states that
the offering price
can’t be less than
an aggregate of $30
million
Only states that
offering price can’t
be less than an
aggregate of $150
million
Offering price can’t
be less than an
aggregate of $75
million; payment of
additional shares to
Series E holders if
company IPOs
No less than unicorn
round investment
price
No less than unicorn
round investment
price
Senior liquidation
protection over
series: Series
E,D,C,B and A all
senior to Series D1;
liquidation
protection over
common stock
Senior liquidation
protection over
series: Series C
senior to Series
B and Series B
senior to Series A;
liquidation protection
over common stock
Pari Passu
(preferred shares
participate equally);
liquidation
protection over
common stock
Liquidation
protection over
common stock
Senior liquidation
protection over
series: Series A,
B, and C senior to
founders preferred;
liquidation
protection over
common stock
Preferred series
vote equally with
common: 1 vote per
share
6 Preferred
Directors-
Series A: 1 Director
Series A1: 1 Director
Series B: 1 Director
Series B1: 1 Director
Series C: 1 Director
Series D: 1 Director
N/AWeighted average
anti-dilution
adjustment
Must be at least:
Series D=$6.9589
per share
Series E=$100
million in proceeds
Series F=$100
million in proceeds
Other series (Series
A, A1, B, B1 and C)
=$4.41 per share
Pari Passu (A, A1,
B, B1, C, D, E and F
participate equally)
Liquidation
protection over
common stock
Note:
E and F have no
Board votes.
Redemption rights
after April 30,
2020, redeemable
at OIP
PITCHBOOK 2015 VC UNICORN REPORT 11
If winter is coming...
How prepared are today’s unicorns?
BY MIKE Y TOM
What if the private market
tourists go home for the
winter? What would happen to the
unicorns if the funding pipeline froze?
The slowdown in the Chinese economy,
combined with the European debt
crisis and the recent plunge in oil prices,
has contributed to a global economic
environment that has experienced
increasing uncertainty. The culmination
of these events played a role in the
drop in the U.S. stock market last
month, fueling a lot of buzz about how
long valuations in the venture capital
industry can remain lofty. If these
trends continue, and the markets take a
turn for the worse, companies looking
to fundraise will find it harder to secure
more funding through both the public
and private markets.
The companies that may be hit
especially hard are unicorns. After
raising large rounds at high valuations,
many will be expected to be working
toward an IPO or will need to raise
another large round from the private
sector.
It’s hard to blame these startups
for grabbing money while it’s there,
but winter may be coming, and the
jury is out on whether some of these
companies are prepared to survive.
Paper gains burn up pretty quickly,
after all. Erin Griffith (Fortune), Brad
Feld (Foundry Group), Nick Bilton
(Vanity Fair) and Aileen Lee (Cowboy
Ventures), among others, have written
about the potential death of some of
these unicorns, a notion that has led to
a new buzzword: “unicorpses.”
We’ve sifted through a list of unicorns
gathered from the PitchBook Platform
and picked out a group that may need
to keep an eye on their burn rates and
balance sheets in the months ahead.
Genius, provider of online
annotation software currently
used for analyzing song lyrics and
texts, last raised a $40 million round
in July 2014. Seemingly attempting to
follow in the footsteps of tech giants
Facebook, Twitter and Google, the
company is focusing on scaling its
user base before concentrating on
revenue generation. That strategy
may be good while there is plenty
of funding available, but if funding
were to dry up, the company may
find it difficult to generate significant
revenue quickly enough.
Nextdoor, a social network for
families and their neighborhoods,
admits that it is currently not
generating revenue. This alone could
be seen as cause for worry, but having
last raised $110 million in March at a
valuation of $1.1 billion, Nextdoor does
have the cash and time to experiment
with different ways of making money.
With a user base that covers north of
53,000 neighborhoods, it’s not hard
to conceive that the company could
start charging a monthly fee for a
premium version of its site, or perhaps
run targeted product advertising,
although it’s not definite that users
would respond well to either strategy.
Rumors of a potential Bloom
Energy IPO have been circulating
for over two years now, but nothing
concrete has formed. Yet to turn a
profit, and having raised roughly
$1 billion in equity financing since
its 2001 founding, the company
reportedly raised $130 million in the
form of convertible notes at the end
of 2014. If markets were to take a
turn for the worse and an IPO was
not a good option, the company
could find it hard to keep raising
more funding. It’s worth noting that
Bloom has 28 existing investors, so
it could approach firms with which
it has pre-existing relationships for
more funding if need be. The question
is if existing investors would want
to continue to fund this 14-year-old
company, which operates in a sector
that is tough to navigate. There has
been some positive news recently.
Last year, Exelon agreed to provide
funding to deploy 21 megawatts’
worth of Bloom Energy fuel cells,
while this year, Constellation (a
company owned by Exelon) agreed to
provide equity financing to fund the
deployment of 40 megawatts’ worth
(enough to fuel 32,000 average
homes for a year).
Dropbox has been through a lot
over the years. Once a darling of
the startup community, the company
has not been making much noise as
of late. Its enterprise business has yet
to really take off, leaving its consumer
business to pick up the slack. Also,
Dropbox plays in a crowded space
where companies like Google and
Microsoft have the ability to offer a
similar service for free. Google took a
step in that direction earlier this year
when it offered a virtually unlimited
free photo storage option. Dropbox
reportedly secured $500 million in
debt financing in April of last year,
which many thought pointed to an
imminent IPO, but if that door closes,
the company may find itself in a tough
position.
PITCHBOOK 2015 VC UNICORN REPORT 12
Unicorn CheckupSelect statistics for 50 U.S.-based unicorns
AliphCom
Raised last 12m: $447M
Raised last 18m: $447M
Raised YTD: $300M
Active investors: 25
Headcount: 487
AppNexus
Raised last 12m: $172.7M
Raised last 18m: $172.7M
Raised YTD: $62.7M
Active investors: 19
Headcount: 844
Blue Apron
Raised last 12m: $135M
Raised last 18m: $185M
Raised YTD: $135M
Active investors: 15
Headcount: 501
ContextLogic
Raised last 12m: $500M
Raised last 18m: $569M
Raised YTD: $500M
Active investors: 29
Headcount: 89
Credit Karma
Raised last 12m: $250M
Raised last 18m: $335M
Raised YTD: $175M
Active investors: 13
Headcount: 300
Docker
Raised last 12m: $135M
Raised last 18m: $135M
Raised YTD: $95M
Active investors: 23
Headcount: 120
DocuSign
Raised last 12m: $393M
Raised last 18m: $393M
Raised YTD: $278M
Active investors: 46
Headcount: 1,290
Domo
Raised last 12m: $235M
Raised last 18m: $235M
Raised YTD: $235M
Active investors: 40
Headcount: 600
DraftKings
Raised last 12m: $392M
Raised last 18m: $392M
Raised YTD: $300M
Active investors: 19
Headcount: 222
Dropbox
Raised last 12m: $0
Raised last 18m: $850M
Raised YTD: $0
Active investors: 35
Headcount: 1,534
Evernote
Raised last 12m: $20M
Raised last 18m: $20M
Raised YTD: $0M
Active investors: 25
Headcount: 455
FanDuel
Raised last 12m: $345M
Raised last 18m: $345M
Raised YTD: $275M
Active investors: 18
Headcount: 243
GitHub
Raised last 12m: $251M
Raised last 18m: $251M
Raised YTD: $251M
Active investors: 5
Headcount: 321
Houzz
Raised last 12m: $0
Raised last 18m: $165M
Raised YTD: $0
Active investors: 20
Headcount: 898
InsideSales.com
Raised last 12m: $60M
Raised last 18m: $160M
Raised YTD: $60M
Active investors: 11
Headcount: 764
InstaCart
Raised last 12m: $220M
Raised last 18m: $264M
Raised YTD: $0
Active investors: 21
Headcount: 92
Jasper
Raised last 12m: $0
Raised last 18m: $50M
Raised YTD: $0
Active investors: 14
Headcount: 292
Lyft
Raised last 12m: $680M
Raised last 18m: $930M
Raised YTD: $680M
Active investors: 35
Headcount: 1,734
Machine Zone
Raised last 12m: $377M
Raised last 18m: $377M
Raised YTD: $0
Active investors: 6
Headcount: 417
Magic Leap
Raised last 12m: $542M
Raised last 18m: $542M
Raised YTD: $0
Active investors: 10
Headcount: 346
MarkLogic
Raised last 12m: $102.3M
Raised last 18m: $102.3M
Raised YTD: $102.3M
Active investors: 7
Headcount: 422
Moderna
Raised last 12m: $450M
Raised last 18m: $450M
Raised YTD: $0
Active investors: 10
Headcount: 188
MongoDB
Raised last 12m: $80M
Raised last 18m: $80M
Raised YTD: $80M
Active investors: 13
Headcount: 405
MuleSoft
Raised last 12m: $128M
Raised last 18m: $178.6M
Raised YTD: $128M
Active investors: 14
Headcount: 500
Airbnb
Capital raised last 12 months: $1,500M | Capital raised last 18 months: $2,019.7M
Capital raised 2015 YTD: $1,500M | Active Investors (#): 42 | Employee count: 1,600
PITCHBOOK 2015 VC UNICORN REPORT 13
Oscar
Raised last 12m: $145M
Raised last 18m: $225M
Raised YTD: $145M
Active investors: 20
Headcount: 153
Palantir
Raised last 12m: $1,086M
Raised last 18m: $1,086M
Raised YTD: $450M
Active investors: 30
Headcount: 1,500
Pinterest
Raised last 12m: $533M
Raised last 18m: $733M
Raised YTD: $533M
Active investors: 38
Headcount: 500
Prosper Marketplace
Raised last 12m: $165M
Raised last 18m: $235M
Raised YTD: $165M
Active investors: 29
Headcount: 221
Qualtrics
Raised last 12m: $150M
Raised last 18m: $150M
Raised YTD: $0
Active investors: 3
Headcount: 691
Razer
Raised last 12m: $0
Raised last 18m: $0
Raised YTD: $0
Active investors: 3
Headcount: 400
SimpliVity
Raised last 12m: $175M
Raised last 18m: $175M
Raised YTD: $175M
Active investors: 10
Headcount: 500
Slack
Raised last 12m: $280M
Raised last 18m: $322.8M
Raised YTD: $160M
Active investors: 17
Headcount: 142
Snapchat
Raised last 12m: $1,023M
Raised last 18m: $1,023M
Raised YTD: $537.6M
Active investors: 15
Headcount: 330
Social Finance
Raised last 12m: $1,213M
Raised last 18m: $1,293M
Raised YTD: $1,213M
Active investors: 39
Headcount: 260
SpaceX
Raised last 12m: $1,007M
Raised last 18m: $1,007M
Raised YTD: $1,007M
Active investors: 15
Headcount: 4,000
Sprinklr
Raised last 12m: $46M
Raised last 18m: $86M
Raised YTD: $46M
Active investors: 3
Headcount: 691
Square
Raised last 12m: $150M
Raised last 18m: $350M
Raised YTD: $0
Active investors: 40
Headcount: 1,161
Stripe
Raised last 12m: $170M
Raised last 18m: $170M
Raised YTD: $100M
Active investors: 25
Headcount: 247
Taboola
Raised last 12m: $120M
Raised last 18m: $120M
Raised YTD: $120M
Active investors: 17
Headcount: 255
Tango
Raised last 12m: $0
Raised last 18m: $282.5M
Raised YTD: $0
Active investors: 13
Headcount: 166
Tanium
Raised last 12m: $64M
Raised last 18m: $154M
Raised YTD: $64M
Active investors: 3
Headcount: 148
The Honest Company
Raised last 12m: $170M
Raised last 18m: $170M
Raised YTD: $100M
Active investors: 11
Headcount: 371
Twilio
Raised last 12m: $130M
Raised last 18m: $130M
Raised YTD: $130M
Active investors: 23
Headcount: 400
Uber
Raised last 12m: $5,400M
Raised last 18m: $6,589M
Raised YTD: $4,200M
Active investors: 60
Headcount: 3,000
Vice Media
Raised last 12m: $500M
Raised last 18m: $500M
Raised YTD: $0
Active investors: 5
Headcount: 1,393
Warby Parker
Raised last 12m: $100M
Raised last 18m: $100M
Raised YTD: $100M
Active investors: 31
Headcount: 500
WeWork
Raised last 12m: $788.9M
Raised last 18m: $788.9M
Raised YTD: $434M
Active investors: 9
Headcount: 500
Zenefits
Raised last 12m: $512.6M
Raised last 18m: $579.1M
Raised YTD: $512.6M
Active investors: 41
Headcount: 1,445
ZocDoc
Raised last 12mo: $152M
Raised last 18m: $152M
Raised YTD: $152M
Active investors: 16
Headcount: 777
PITCHBOOK 2015 VC UNICORN REPORT 14
INVESTORS WITH MOST UNICORNS
1
10
24
5
15
35
9
15
35
3
12
24
7
15
35
2
12
24
6
15
35
10
15
35
4
12
24
7
15
35
Sequoia Capital
Khosla Ventures
Lowercase Capital
19
10
6
Goldman Sachs
Fidelity Investments
Felicis Ventures
12
8
5
Kleiner Perkins Caufield & Byers
Salesforce Ventures
MicroVenture Marketplace
16
9
6
Institutional Venture Partners
Insight Venture Partners
Intel Capital
11
8
5
T. Rowe Price
Benchmark Capital
BlackRock
14
8
5
Andreessen Horowitz
General Catalyst Partners
Meritech Capital Partners
17
9
6
Wellington Management
Greylock Partners
ICONIQ Capital
12
8
5
SV Angel
Tiger Global Management
TPG Growth
15
9
6
Accel Partners
Lightspeed Venture Partners
Jeremy Stoppelman
10
8
5
Founders Fund
Duff Ackerman & Goodrich
Christopher Sacca
13
8
5
Unicorn League Tables
21
24
24
21
24
21
24
24
24
24
First Round Capital 7
David Sacks 6
New Enterprise Associates 7
Google Ventures 6
Comcast Ventures 6
GGV Capital 7
Draper Fisher Jurvetson 6
Bezos Expeditions 6
GSV Capital 6
Dave Morin 6
35
44
44
35
44
35
44
44
44
44
Morgan Stanley 5
Biz Stone 4
Troy Carter 5
Coatue Management 4
AME Cloud Ventures 4
Slow Ventures 5
BoxGroup 4
Allen & Company 4
Digital Sky Technologies 4
American Express 4
44
44
44
44
44
44
44
44
44
44
Dragoneer Investment Group 4
QED Investors 4
Glynn Capital Management 4
Sapphire Ventures 4
Keith Rabois 4
Elad Gil 4
Redpoint Ventures 4
Jeffrey Bezos 4
Technology Crossover Ventures 4
Peter Thiel 4
Unicorn League Tables
MOST UNICORNS (CONTINUED)
44
67
67
44
67
67
67
67
67
44
67
67
67
67
67
44
67
67
44
67
67
67
67
67
44
67
67
67
67
67
Thrive Capital
Benjamin Ling
Pinnacle Ventures
4
3
3
137 Ventures
CrunchFund
Third Point Ventures
3
3
3
Valiant Capital Partners
Betaworks
Qualcomm Ventures
4
3
3
Alibaba Capital Partners
Hummer Winblad Venture Partners
T-Venture Holding
3
3
3
Vinod Khosla
Christopher Dixon
Tenaya Capital
4
3
3
TriplePoint Capital
Bessemer Venture Partners
Polaris Partners
4
3
3
Aaron Levie
Dave McClure
Transmedia Capital
3
3
3
Venrock
Canvas Venture Fund
Rizvi Traverse Management
4
3
3
Battery Ventures
Index Ventures
Union Square Ventures
3
3
3
Y Combinator
Citi Ventures
The Data Collective
4
3
3
67
67
Industry Ventures 3
Innovation Endeavors 3
67
67
67
Viking Global Investors 3
Yuri Milner 3
Y Ventures 3
67
67
67
67
67
67
67
67
Marc Benioff 3
In-Q-Tel 3
Microsoft 3
Jeff Fluhr 3
Menlo Ventures 3
J.P. Morgan 3
Northgate Capital 3
Lerer Hippeau Ventures 3
MAKE WAY FOR
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US +1 206.623.1986
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PITCHBOOK 2015 VC UNICORN REPORT 16
ANGEL/SEED
SERIES A
SERIES C
SERIES D
1
1
1
1
3
4
4
9
3
2
3
3
4
4
2
2
1
2
3
4
4
9
3
4
4
4
Y Combinator
SV Angel
Kleiner Perkins Caufield & Byers
T. Rowe Price
4
7
5
5
Benchmark Capital
Tiger Global Management
4
3
Sequoia Capital
Sequoia Capital
Sequoia Capital
Google Ventures
2
5
4
3
General Catalyst Partners 3
SV Angel
Accel Partners
Meritech Capital Partners2
4
3
Andreessen Horowitz
First Round Capital
Founders Fund
Kleiner Perkins Caufield & Byers
3
5
5
4
Andreessen Horowitz 4
Transmedia Capital
Khosla Ventures
Salesforce Ventures2
4
3
Hummer Winblad Venture Partners 3
Founders Fund
Lightspeed Venture Partners
Duff Ackerman & Goodrich2
4
3
Unicorn League TablesInvestors with most eventual unicorns by stage
SERIES B
1
3
3
6
1
6
3
6
Sequoia Capital 5
Felicis Ventures 3
Andreessen Horowitz 4
General Catalyst Partners 4
Institutional Venture Partners 5
Greylock Partners 3
Goldman Sachs 4
SV Angel 3
SERIES E
1
1
Wellington Management 4
Fidelity Investments 4
SERIES F
1
3
3
2
3
T. Rowe Price 4
Meritech Capital Partners 2
Intel Capital 2
Wellington Management 3
Citi Ventures 2
SERIES G
1 Goldman Sachs 3

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Pitch book 2015_vc_unicorn_report

  • 1. DOMOCO LOGICSUN SIMPLIVITY WARBYPA HONESTC QUALTRIC DOCUSIGN SLACKTAN 2015 VC Unicorn Report Number of U.S. unicorns nearly doubles in 2015 Dissecting unicorns: the details behind the terms Unicorn “League Tables” In-depth terms and more behind the greatest unicorns in venture history 4 14-167-10
  • 2. PITCHBOOK 2015 VC UNICORN REPORT 2 Contents Overview Terms Highlights Terms Tables Winter is Coming Unicorn Checkups 4-5 6 7-10 11 12-13 14 LEAGUE TABLES U.S. VC firms with the most unicorns in their portfolios Investors with most eventual unicorns by initial investment stage CREDITS & CONTACT PitchBook Data, Inc. JOHN GABBERT Founder, CEO ADLEY BOWDEN VP, Analysis Content ALEX LYKKEN Editor ANDY WHITE Lead Data Analyst GARRETT BLACK Senior Financial Writer DANIEL COOK Senior Data Analyst KYLE STANFORD Senior Financial Writer BRIAN LEE Data Analyst CHELSEA HARRIS Data Analyst MIKEY TOM Financial Writer JENNIFER SAM Senior Graphic Designer JESS CHAIDEZ Graphic Designer Contact PitchBook pitchbook.com RESEARCH research@pitchbook.com EDITORIAL editorial@pitchbook.com SALES sales@pitchbook.com COPYRIGHT © 2015 by PitchBook Data, Inc. All rights reserved. No part of this publication may be reproduced in any form or by any means—graphic, electronic, or mechanical, including photocopying, recording, taping, and information storage and retrieval systems—without the express written permission of PitchBook Data, Inc. Contents are based on information from sources believed to be reliable, but accuracy and completeness cannot be guaranteed. Nothing herein should be construed as any past, current or future recommendation to buy or sell any security or an offer to sell, or a solicitation of an offer to buy any security. This material does not purport to contain all of the information that a prospective investor may wish to consider and is not to be relied upon as such or used in substitution for the exercise of independent judgment.
  • 3. YOUR JOURNEY TO STRONGER RETURNS STARTS HEREThe data in this report is brought to you by the PitchBook Platform, the financial information technology behind leading dealmakers and their advisors. With the PitchBook Platform, track and analyze data on: • LPs • Funds • Investors • Deals • Companies • Financials • M&A • Advisors • People Want full access to the best global private equity data? Or email us at demo@pitchbook.com Test drive PitchBook PitchBook
  • 4. PITCHBOOK 2015 VC UNICORN REPORT 4 When Aileen Lee of Cowboy Ventures coined the term “unicorn” in late 2013, startups valued at $1 billion or more were still a rarity. Not anymore. The number of U.S.-based startups hitting that mark skyrocketed in 2014 and nearly doubled through August of this year. In less than two years, the VC industry has transformed a mythical creature into a somewhat common one. Earlier this year, Fenwick & West, a Silicon Valley law firm, published a valuable and well-received study that dove into the financing terms of 37 U.S.-based unicorn rounds. Bouncing off Fenwick’s work, we wanted to dive a bit deeper and get more specific, looking at a select few raw financing terms and holding them against our valuations database. Beginning on page 7, we’ve laid out a table of terms that reflects those findings, and throughout the report try to shed light on their significance against our own data. If nothing else, we think the terms behind recent unicorn valuations muddy the waters a bit around the bubble debate. There’s little doubt that valuations are frothy, especially in the U.S. market. But some data points make more sense given our findings. For example, investors in recent unicorn rounds have bulked up on downside protections in pre-IPO rounds to avoid being burned if a company later drops below its IPO price. That quasi-insurance against a downturn has made investors less apprehensive about joining massive financings, helping explain the sheer rise in unicorns over the past year. It also helps explain the chart on the bottom of page 5. Between 2006 and 2014, the median late stage VC valuation rose nearly in tandem with the Russell 2000 Growth Index, a fair proxy for the U.S. tech market. Beginning this year, though, the median late stage VC valuation significantly quickened its pace Overview Total # of current U.S. unicorns minted by year Age of current unicorns by year Valuation step-ups from prior round 6 4 4 33 32 0 5 10 15 20 25 30 35 2011 2012 2013 2014 2015* 2 4 6 8 10 2011 2012 2013 2014 2015* Median Average 6.5x 10x 4.4x 2.4x 2.1x 0 2x 4x 6x 8x 10x 12x 2011 2012 2013 2014 2015* As of 8/31/2015 Source: PitchBook As of 8/31/2015 Source: PitchBook As of 8/31/2015 Source: PitchBook
  • 5. PITCHBOOK 2015 VC UNICORN REPORT 5 against the index. Because new investors are so well protected in the event of IPOs and/or acquisitions, valuations would need to fall by big margins (upwards of 90% of some cases) before investors come up short. Downside protections also help explain the divergence in unicorn rounds and unicorn exits. Through June, unicorn rounds have outnumbered unicorn exits in the U.S. by a 4-to-1 margin. With the terms behind these unicorn rounds somewhat insulated from broader market conditions, it’s not as surprising to see investors agree to back them. Median Russell 2K Growth price vs. median VC valuations 0 50 100 150 200 250 300 350 400 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015* Russell 2K Growth Later Stage VC Valuations Time between first VC round and unicorn round (years) Time between prior VC round and unicorn round (years) 0.00 2.00 4.00 6.00 8.00 2011 2012 2013 2014 2015* Median Average 0.00 0.50 1.00 1.50 2.00 2.50 2011 2012 2013 2014 2015* Median Average As of 8/31/2015 Source: PitchBook As of 8/31/2015 Source: PitchBook As of 8/31/2015 Source: PitchBook
  • 6. PITCHBOOK 2015 VC UNICORN REPORT 6 Terms Highlights By and large, the terms behind recent unicorn rounds shows a pronounced focus on downside protections with relatively moderate upside benefits. To paraphrase Ms. Lee, the valuations we’re seeing today pose risks to investors if they can’t be sustained in the public markets. Knowing that, investors have sought safety in unicorn rounds, demanding pre-determined gains and/or valuations once IPOs or acquisitions become possible. In effect, private investors have allotted themselves better downside protection than is available for later investors that buy the stock once the companies go public. Should those companies keep raising money in the private markets, it wouldn’t be surprising (or too worrying for investors) if down rounds ticked up a bit, since those investors won’t feel the impact. Founders will, however, as will the company’s employees; liquidation preferences set in late stage rounds can affect the stock options for employees further down the totem pole. Even without stronger upside benefits, investors at the late stage could be settling for sturdier downside protections for a number of reasons. Their own LPs could be putting pressure on them to get involved in well-publicized unicorn rounds, or because non-traditional investors like mutual funds are forcing their hands by leading those rounds in the first place. They may also be trying to protect their own portfolio stakes and investing at higher valuations, as long as those protections are firmly in place. After several recent IPOs rose before eventually falling below their offering prices, investors in more recent unicorn rounds have restructured their terms to protect themselves from getting burned. Most of the terms featured here include either minimum, pre- determined IPO valuations, or valuations at or above the original unicorn investment round price. Some recent IPOs, notably those of Hortonworks, Box and New Relic, took haircuts on their offerings, going public at share prices below their previous, private financing rounds. We did an analysis earlier this year and found that a significant number of tech companies (at the time) were taking haircuts in their IPOs. It will be interesting to see what impact added downside protections will have on that trend going forward. Should markets trend downward, the floors established by investors might not be feasible, at least in the near-term. With startups raising “private IPO” rounds over the past two years—amidst better market conditions—it’s possible that preference for private financing will continue if the public markets show signs of instability. Downside protection is even stronger in the event of an acquisition. Every filing we researched included liquidation protection over common stock, and in some cases included senior liquidation protections over earlier series investors. With those senior liquidation protections in place, paper valuations would need to be significantly overvalued versus the acquisition price before those unicorn investors lost money on their investments. Acquisition protection terms and liquidation preferences IPO protection terms
  • 7. Super Voting Stock Dividends IPO Auto Convert Above Per Share priceParticipation Multiple Liquidation Preference No Yes; dual class common stock structure; class A shares are held by the founders - 1 share of Class A common=40 votes No No No 8% non-cum dividends on all series of Pref; Pref. dividends also participate with common after they after they receive their preferential amount 8% non-cum dividends on all series of Pref.; A,B,C,D,D2 senior to Series 1; Pref. dividends also participate with common after they receive their preferential amount 8% non-cum dividends on all series of Pref.; Pref. dividends also participate with common after they after they receive their preferential amount Non-cum: 11.4% dividend for Series C 15.98% dividend for Series B 8% for Series A and A1 Dividends also participate with common after they after they receive their pref. amount Pref. series can forgo dividends w/ majority vote; 8% non-cum dividends on all series of Pref.; Pref. dividends also participate with common after receiving preferential amount Non-participating; however, Pref. holders auto convert to common if remaining assets are greater than stated Pref. liquidation amount Non-participating; however, Pref. holders auto convert to common if remaining assets are greater than stated Pref. liquidation amount Non-participating; however, Pref. holders have the right to convert to common if the remaining assets are greater than stated Pref. liquidation amount Participation with cap limit Non-participating; however, Pref. holders have the right to convert to common if the remaining assets are greater than stated Pref. liquidation amount No No No Yes; Series A and A1 get 1x their OIP, Series B gets 2x their OIP and Series C gets 1.42857x their OIP before common shareholders get paid No No; converts at OIP No; converts at OIP Yes: Series E=$17.98 or 1.3x OIP Series D=$16.15 or 1.75x OIP Junior series=$10 Series C=$70 million in proceeds Series B=$50 million in proceeds Junior series (Series A and Series A1)=$18.1755 per share No; converts at OIP No; each holder of common entitled to the right of one vote per share of common Non-cumulative; corporation shall not declare any dividends on shares of any other class or series of capital stock of the corporation unless the holders of the preferred then outstanding shall first or simultaneously receive a dividend on each outstanding share of Pref. stock Non-participating No No; converts at OIP 7PITCHBOOK 2015 VC UNICORN REPORT
  • 8. 8PITCHBOOK 2015 VC UNICORN REPORT Note: If class A common shares are sold through a secondary transaction, they automatically convert to Class B common shares - this keeps voting power in the hands of the founders Voting/Election of Directors Protective Provisions Preferred series vote equally with common: 1 vote per share 3 preferred directors: Series A: 1 Director Series B: 1 Director Series C: 1 Director Common=3 Directors Series 1=1 vote (if held by founder then votes=40 per share); senior Pref.=1 vote; 3 preferred directors- Series A: 1 Director Series D2: 1 Director Series 1: 1 Director Pref. series vote equally with common: 1 vote per share; Pref. series must hold 7.5% of outstanding shares for the provisions to apply; Series E, D, C, B and A, 1 vote each Preferred series vote equally with common: 1 vote per share 3 preferred directors- Series A: 1 Director Series A1: 1 Director Series B: 1 Director Preferred series vote equally with common: 1 vote per share 4 Pref. Directors: Series A: 2 Directors Series B: 1 Director Series D: 1 Director common: 1 Director N/A Can’t redeem or repurchase shares in excess of 10% without the vote of Senior preferred stock Series D and E will get additional shares If any new series is issued that adversely affects automatic IPO conversion price N/A N/A Future Financing Protection Terms IPO Protection Terms Acquisition Protection Terms Weighted average anti-dilution adjustment Weighted average anti-dilution adjustment Weighted average anti-dilution adjustment Weighted average anti-dilution adjustment Weighted average anti-dilution adjustment Minimum IPO price must be greater than $108.17 per share or greater than $500 million No less than unicorn round investment price No less than unicorn round investment price; however, Series D and E will get additional shares If any new series is issued that adversely affects automatic IPO conversion price Minimum IPO price must be greater than $21.9704 per share or additional preferred shares will be issued through the adjustment of Series C and Series B conversion prices Yes; minimum IPO price must be greater than $10.46598 per share or total proceeds greater than $35 million for Series D holders Pari Passu (A, B, C, D, E and F participate equally); liquidation protection over common stock Senior liquidation protection over series: A,B,C,D,D2 senior to Series 1; liquidation protection over common stock Senior liquidation protection over series: Series E is senior to Series D and D is senior to Series A,B and C; liquidation protection over common stock Pari Passu (A,A1,B and C participate equally); liquidation protection over common stock Pari Passu (preferred series participate equally); liquidation protection over common stock Note: Common holds equal board votes to Pref Note: Terms are generally favorable to the investors Series A elects 1 director (Series A director) Series B elects 2 directors (Series B directors) Series C elects 1 director (Series C director) N/AWeighted average anti-dilution adjustment No less than unicorn round investment price Senior liquidation protection over series - yes: Series C and D are senior to series A and B; liquidation protection over common stock Note: Pref. holds a majority of board votes
  • 9. Super Voting Stock Dividends IPO Auto Convert Above Per Share priceParticipation Multiple Liquidation Preference No Class A and B common shall at all times vote together as one class on all matters; each holder of shares of class B entitled to 10 votes common; each holder of shares of class A common entitled to one vote Yes; dual class common stock structure: class A and class B common shall at all times vote together as one class on all matters. Each holder of shares of class A entitled to 10 votes common; class B=one vote No No; each holder of common entitled to the right of one vote per share of common 8% non-cum dividends on all series of Pref.; Pref. dividends also participate with common after they after they receive their preferential amount Non-cum dividends at the rate of .314848 for Series A, 2.012024 for Series B, and 3.679568 for Series C 8% non-cum dividends on all series of Pref.; Pref. dividends also participate with common after they after they receive their preferential amount Non-cum dividends at the rate of .9248 for Series B, .0954 for Series A, and .0773 for Series Seed Non-cum dividends at the rate of .013401 for Series A, .110018 for Series B and .745054 for Series C. After payment above, add. dividends distributed among preferred, founders, and common pro rata based on # of shares of common then held by each holder Non-participating; however, Pref. holders have the right to convert to common if the remaining assets are grater than stated Pref. liquidation amount Non-participating Non-participating; however, Pref. holders have the right to convert to common if the remaining assets are greater than stated Pref. liquidation amount Non-participating Non-participating ---distributed among the holders of the founders, preferred and common pro rata based on the number of shares of common held by each No No No; however, Series F has a liquidation price much lower than OIP: $.0810, 90.3 times lower than OIP No No No; converts at OIP No; converts at OIP No; converts at OIP No; converts at OIP No; converts at OIP No 8% non-cum dividends on all series of Pref.; Pref. dividends also participate with common after they after they receive their preferential amount Participation with cap limit All shares get their original investment and then participate with common up to 1.5x their original investment No; converts at OIP PITCHBOOK 2015 VC UNICORN REPORT 9
  • 10. PITCHBOOK 2015 VC UNICORN REPORT 10 Note: In 2015 the company plans to repurchase $64 million in out- standing securities Voting/Election of Directors Protective Provisions Preferred series vote equally with common: 1 vote per share Series C, Series B and Series A get 1 Board vote each common gets 1 Board vote The holders of the majority of common stock can elect 4 members of the Board (Common Directors) Each holder of shares of class A entitled to 10 votes common; each holder of shares of class B common entitled to one vote; Series E gets 1 Board vote; common gets 4 Board votes N/A Each holder of shares of class B common entitled to one vote N/A N/A Series E and Series F have special protective voting covenants when it comes to issuing new shares N/A N/A Future Financing Protection Terms IPO Protection Terms Acquisition Protection Terms Weighted average anti-dilution adjustment Weighted average anti-dilution adjustment Weighted average anti-dilution adjustment Weighted average anti-dilution adjustment Weighted average anti-dilution adjustment Only states that the offering price can’t be less than an aggregate of $30 million Only states that offering price can’t be less than an aggregate of $150 million Offering price can’t be less than an aggregate of $75 million; payment of additional shares to Series E holders if company IPOs No less than unicorn round investment price No less than unicorn round investment price Senior liquidation protection over series: Series E,D,C,B and A all senior to Series D1; liquidation protection over common stock Senior liquidation protection over series: Series C senior to Series B and Series B senior to Series A; liquidation protection over common stock Pari Passu (preferred shares participate equally); liquidation protection over common stock Liquidation protection over common stock Senior liquidation protection over series: Series A, B, and C senior to founders preferred; liquidation protection over common stock Preferred series vote equally with common: 1 vote per share 6 Preferred Directors- Series A: 1 Director Series A1: 1 Director Series B: 1 Director Series B1: 1 Director Series C: 1 Director Series D: 1 Director N/AWeighted average anti-dilution adjustment Must be at least: Series D=$6.9589 per share Series E=$100 million in proceeds Series F=$100 million in proceeds Other series (Series A, A1, B, B1 and C) =$4.41 per share Pari Passu (A, A1, B, B1, C, D, E and F participate equally) Liquidation protection over common stock Note: E and F have no Board votes. Redemption rights after April 30, 2020, redeemable at OIP
  • 11. PITCHBOOK 2015 VC UNICORN REPORT 11 If winter is coming... How prepared are today’s unicorns? BY MIKE Y TOM What if the private market tourists go home for the winter? What would happen to the unicorns if the funding pipeline froze? The slowdown in the Chinese economy, combined with the European debt crisis and the recent plunge in oil prices, has contributed to a global economic environment that has experienced increasing uncertainty. The culmination of these events played a role in the drop in the U.S. stock market last month, fueling a lot of buzz about how long valuations in the venture capital industry can remain lofty. If these trends continue, and the markets take a turn for the worse, companies looking to fundraise will find it harder to secure more funding through both the public and private markets. The companies that may be hit especially hard are unicorns. After raising large rounds at high valuations, many will be expected to be working toward an IPO or will need to raise another large round from the private sector. It’s hard to blame these startups for grabbing money while it’s there, but winter may be coming, and the jury is out on whether some of these companies are prepared to survive. Paper gains burn up pretty quickly, after all. Erin Griffith (Fortune), Brad Feld (Foundry Group), Nick Bilton (Vanity Fair) and Aileen Lee (Cowboy Ventures), among others, have written about the potential death of some of these unicorns, a notion that has led to a new buzzword: “unicorpses.” We’ve sifted through a list of unicorns gathered from the PitchBook Platform and picked out a group that may need to keep an eye on their burn rates and balance sheets in the months ahead. Genius, provider of online annotation software currently used for analyzing song lyrics and texts, last raised a $40 million round in July 2014. Seemingly attempting to follow in the footsteps of tech giants Facebook, Twitter and Google, the company is focusing on scaling its user base before concentrating on revenue generation. That strategy may be good while there is plenty of funding available, but if funding were to dry up, the company may find it difficult to generate significant revenue quickly enough. Nextdoor, a social network for families and their neighborhoods, admits that it is currently not generating revenue. This alone could be seen as cause for worry, but having last raised $110 million in March at a valuation of $1.1 billion, Nextdoor does have the cash and time to experiment with different ways of making money. With a user base that covers north of 53,000 neighborhoods, it’s not hard to conceive that the company could start charging a monthly fee for a premium version of its site, or perhaps run targeted product advertising, although it’s not definite that users would respond well to either strategy. Rumors of a potential Bloom Energy IPO have been circulating for over two years now, but nothing concrete has formed. Yet to turn a profit, and having raised roughly $1 billion in equity financing since its 2001 founding, the company reportedly raised $130 million in the form of convertible notes at the end of 2014. If markets were to take a turn for the worse and an IPO was not a good option, the company could find it hard to keep raising more funding. It’s worth noting that Bloom has 28 existing investors, so it could approach firms with which it has pre-existing relationships for more funding if need be. The question is if existing investors would want to continue to fund this 14-year-old company, which operates in a sector that is tough to navigate. There has been some positive news recently. Last year, Exelon agreed to provide funding to deploy 21 megawatts’ worth of Bloom Energy fuel cells, while this year, Constellation (a company owned by Exelon) agreed to provide equity financing to fund the deployment of 40 megawatts’ worth (enough to fuel 32,000 average homes for a year). Dropbox has been through a lot over the years. Once a darling of the startup community, the company has not been making much noise as of late. Its enterprise business has yet to really take off, leaving its consumer business to pick up the slack. Also, Dropbox plays in a crowded space where companies like Google and Microsoft have the ability to offer a similar service for free. Google took a step in that direction earlier this year when it offered a virtually unlimited free photo storage option. Dropbox reportedly secured $500 million in debt financing in April of last year, which many thought pointed to an imminent IPO, but if that door closes, the company may find itself in a tough position.
  • 12. PITCHBOOK 2015 VC UNICORN REPORT 12 Unicorn CheckupSelect statistics for 50 U.S.-based unicorns AliphCom Raised last 12m: $447M Raised last 18m: $447M Raised YTD: $300M Active investors: 25 Headcount: 487 AppNexus Raised last 12m: $172.7M Raised last 18m: $172.7M Raised YTD: $62.7M Active investors: 19 Headcount: 844 Blue Apron Raised last 12m: $135M Raised last 18m: $185M Raised YTD: $135M Active investors: 15 Headcount: 501 ContextLogic Raised last 12m: $500M Raised last 18m: $569M Raised YTD: $500M Active investors: 29 Headcount: 89 Credit Karma Raised last 12m: $250M Raised last 18m: $335M Raised YTD: $175M Active investors: 13 Headcount: 300 Docker Raised last 12m: $135M Raised last 18m: $135M Raised YTD: $95M Active investors: 23 Headcount: 120 DocuSign Raised last 12m: $393M Raised last 18m: $393M Raised YTD: $278M Active investors: 46 Headcount: 1,290 Domo Raised last 12m: $235M Raised last 18m: $235M Raised YTD: $235M Active investors: 40 Headcount: 600 DraftKings Raised last 12m: $392M Raised last 18m: $392M Raised YTD: $300M Active investors: 19 Headcount: 222 Dropbox Raised last 12m: $0 Raised last 18m: $850M Raised YTD: $0 Active investors: 35 Headcount: 1,534 Evernote Raised last 12m: $20M Raised last 18m: $20M Raised YTD: $0M Active investors: 25 Headcount: 455 FanDuel Raised last 12m: $345M Raised last 18m: $345M Raised YTD: $275M Active investors: 18 Headcount: 243 GitHub Raised last 12m: $251M Raised last 18m: $251M Raised YTD: $251M Active investors: 5 Headcount: 321 Houzz Raised last 12m: $0 Raised last 18m: $165M Raised YTD: $0 Active investors: 20 Headcount: 898 InsideSales.com Raised last 12m: $60M Raised last 18m: $160M Raised YTD: $60M Active investors: 11 Headcount: 764 InstaCart Raised last 12m: $220M Raised last 18m: $264M Raised YTD: $0 Active investors: 21 Headcount: 92 Jasper Raised last 12m: $0 Raised last 18m: $50M Raised YTD: $0 Active investors: 14 Headcount: 292 Lyft Raised last 12m: $680M Raised last 18m: $930M Raised YTD: $680M Active investors: 35 Headcount: 1,734 Machine Zone Raised last 12m: $377M Raised last 18m: $377M Raised YTD: $0 Active investors: 6 Headcount: 417 Magic Leap Raised last 12m: $542M Raised last 18m: $542M Raised YTD: $0 Active investors: 10 Headcount: 346 MarkLogic Raised last 12m: $102.3M Raised last 18m: $102.3M Raised YTD: $102.3M Active investors: 7 Headcount: 422 Moderna Raised last 12m: $450M Raised last 18m: $450M Raised YTD: $0 Active investors: 10 Headcount: 188 MongoDB Raised last 12m: $80M Raised last 18m: $80M Raised YTD: $80M Active investors: 13 Headcount: 405 MuleSoft Raised last 12m: $128M Raised last 18m: $178.6M Raised YTD: $128M Active investors: 14 Headcount: 500 Airbnb Capital raised last 12 months: $1,500M | Capital raised last 18 months: $2,019.7M Capital raised 2015 YTD: $1,500M | Active Investors (#): 42 | Employee count: 1,600
  • 13. PITCHBOOK 2015 VC UNICORN REPORT 13 Oscar Raised last 12m: $145M Raised last 18m: $225M Raised YTD: $145M Active investors: 20 Headcount: 153 Palantir Raised last 12m: $1,086M Raised last 18m: $1,086M Raised YTD: $450M Active investors: 30 Headcount: 1,500 Pinterest Raised last 12m: $533M Raised last 18m: $733M Raised YTD: $533M Active investors: 38 Headcount: 500 Prosper Marketplace Raised last 12m: $165M Raised last 18m: $235M Raised YTD: $165M Active investors: 29 Headcount: 221 Qualtrics Raised last 12m: $150M Raised last 18m: $150M Raised YTD: $0 Active investors: 3 Headcount: 691 Razer Raised last 12m: $0 Raised last 18m: $0 Raised YTD: $0 Active investors: 3 Headcount: 400 SimpliVity Raised last 12m: $175M Raised last 18m: $175M Raised YTD: $175M Active investors: 10 Headcount: 500 Slack Raised last 12m: $280M Raised last 18m: $322.8M Raised YTD: $160M Active investors: 17 Headcount: 142 Snapchat Raised last 12m: $1,023M Raised last 18m: $1,023M Raised YTD: $537.6M Active investors: 15 Headcount: 330 Social Finance Raised last 12m: $1,213M Raised last 18m: $1,293M Raised YTD: $1,213M Active investors: 39 Headcount: 260 SpaceX Raised last 12m: $1,007M Raised last 18m: $1,007M Raised YTD: $1,007M Active investors: 15 Headcount: 4,000 Sprinklr Raised last 12m: $46M Raised last 18m: $86M Raised YTD: $46M Active investors: 3 Headcount: 691 Square Raised last 12m: $150M Raised last 18m: $350M Raised YTD: $0 Active investors: 40 Headcount: 1,161 Stripe Raised last 12m: $170M Raised last 18m: $170M Raised YTD: $100M Active investors: 25 Headcount: 247 Taboola Raised last 12m: $120M Raised last 18m: $120M Raised YTD: $120M Active investors: 17 Headcount: 255 Tango Raised last 12m: $0 Raised last 18m: $282.5M Raised YTD: $0 Active investors: 13 Headcount: 166 Tanium Raised last 12m: $64M Raised last 18m: $154M Raised YTD: $64M Active investors: 3 Headcount: 148 The Honest Company Raised last 12m: $170M Raised last 18m: $170M Raised YTD: $100M Active investors: 11 Headcount: 371 Twilio Raised last 12m: $130M Raised last 18m: $130M Raised YTD: $130M Active investors: 23 Headcount: 400 Uber Raised last 12m: $5,400M Raised last 18m: $6,589M Raised YTD: $4,200M Active investors: 60 Headcount: 3,000 Vice Media Raised last 12m: $500M Raised last 18m: $500M Raised YTD: $0 Active investors: 5 Headcount: 1,393 Warby Parker Raised last 12m: $100M Raised last 18m: $100M Raised YTD: $100M Active investors: 31 Headcount: 500 WeWork Raised last 12m: $788.9M Raised last 18m: $788.9M Raised YTD: $434M Active investors: 9 Headcount: 500 Zenefits Raised last 12m: $512.6M Raised last 18m: $579.1M Raised YTD: $512.6M Active investors: 41 Headcount: 1,445 ZocDoc Raised last 12mo: $152M Raised last 18m: $152M Raised YTD: $152M Active investors: 16 Headcount: 777
  • 14. PITCHBOOK 2015 VC UNICORN REPORT 14 INVESTORS WITH MOST UNICORNS 1 10 24 5 15 35 9 15 35 3 12 24 7 15 35 2 12 24 6 15 35 10 15 35 4 12 24 7 15 35 Sequoia Capital Khosla Ventures Lowercase Capital 19 10 6 Goldman Sachs Fidelity Investments Felicis Ventures 12 8 5 Kleiner Perkins Caufield & Byers Salesforce Ventures MicroVenture Marketplace 16 9 6 Institutional Venture Partners Insight Venture Partners Intel Capital 11 8 5 T. Rowe Price Benchmark Capital BlackRock 14 8 5 Andreessen Horowitz General Catalyst Partners Meritech Capital Partners 17 9 6 Wellington Management Greylock Partners ICONIQ Capital 12 8 5 SV Angel Tiger Global Management TPG Growth 15 9 6 Accel Partners Lightspeed Venture Partners Jeremy Stoppelman 10 8 5 Founders Fund Duff Ackerman & Goodrich Christopher Sacca 13 8 5 Unicorn League Tables 21 24 24 21 24 21 24 24 24 24 First Round Capital 7 David Sacks 6 New Enterprise Associates 7 Google Ventures 6 Comcast Ventures 6 GGV Capital 7 Draper Fisher Jurvetson 6 Bezos Expeditions 6 GSV Capital 6 Dave Morin 6 35 44 44 35 44 35 44 44 44 44 Morgan Stanley 5 Biz Stone 4 Troy Carter 5 Coatue Management 4 AME Cloud Ventures 4 Slow Ventures 5 BoxGroup 4 Allen & Company 4 Digital Sky Technologies 4 American Express 4 44 44 44 44 44 44 44 44 44 44 Dragoneer Investment Group 4 QED Investors 4 Glynn Capital Management 4 Sapphire Ventures 4 Keith Rabois 4 Elad Gil 4 Redpoint Ventures 4 Jeffrey Bezos 4 Technology Crossover Ventures 4 Peter Thiel 4
  • 15. Unicorn League Tables MOST UNICORNS (CONTINUED) 44 67 67 44 67 67 67 67 67 44 67 67 67 67 67 44 67 67 44 67 67 67 67 67 44 67 67 67 67 67 Thrive Capital Benjamin Ling Pinnacle Ventures 4 3 3 137 Ventures CrunchFund Third Point Ventures 3 3 3 Valiant Capital Partners Betaworks Qualcomm Ventures 4 3 3 Alibaba Capital Partners Hummer Winblad Venture Partners T-Venture Holding 3 3 3 Vinod Khosla Christopher Dixon Tenaya Capital 4 3 3 TriplePoint Capital Bessemer Venture Partners Polaris Partners 4 3 3 Aaron Levie Dave McClure Transmedia Capital 3 3 3 Venrock Canvas Venture Fund Rizvi Traverse Management 4 3 3 Battery Ventures Index Ventures Union Square Ventures 3 3 3 Y Combinator Citi Ventures The Data Collective 4 3 3 67 67 Industry Ventures 3 Innovation Endeavors 3 67 67 67 Viking Global Investors 3 Yuri Milner 3 Y Ventures 3 67 67 67 67 67 67 67 67 Marc Benioff 3 In-Q-Tel 3 Microsoft 3 Jeff Fluhr 3 Menlo Ventures 3 J.P. Morgan 3 Northgate Capital 3 Lerer Hippeau Ventures 3 MAKE WAY FOR SMARTER,ON-THE-FLYMEETINGPREP US +1 206.623.1986 UK +44 (0)207.190.9809 demo@pitchbook.com pitchbook.com Introducing PitchBook Mobile. The same excellent data, technology and service from the PitchBook Platform, now available on a mobile device. Search: “PitchBook” Available for
  • 16. PITCHBOOK 2015 VC UNICORN REPORT 16 ANGEL/SEED SERIES A SERIES C SERIES D 1 1 1 1 3 4 4 9 3 2 3 3 4 4 2 2 1 2 3 4 4 9 3 4 4 4 Y Combinator SV Angel Kleiner Perkins Caufield & Byers T. Rowe Price 4 7 5 5 Benchmark Capital Tiger Global Management 4 3 Sequoia Capital Sequoia Capital Sequoia Capital Google Ventures 2 5 4 3 General Catalyst Partners 3 SV Angel Accel Partners Meritech Capital Partners2 4 3 Andreessen Horowitz First Round Capital Founders Fund Kleiner Perkins Caufield & Byers 3 5 5 4 Andreessen Horowitz 4 Transmedia Capital Khosla Ventures Salesforce Ventures2 4 3 Hummer Winblad Venture Partners 3 Founders Fund Lightspeed Venture Partners Duff Ackerman & Goodrich2 4 3 Unicorn League TablesInvestors with most eventual unicorns by stage SERIES B 1 3 3 6 1 6 3 6 Sequoia Capital 5 Felicis Ventures 3 Andreessen Horowitz 4 General Catalyst Partners 4 Institutional Venture Partners 5 Greylock Partners 3 Goldman Sachs 4 SV Angel 3 SERIES E 1 1 Wellington Management 4 Fidelity Investments 4 SERIES F 1 3 3 2 3 T. Rowe Price 4 Meritech Capital Partners 2 Intel Capital 2 Wellington Management 3 Citi Ventures 2 SERIES G 1 Goldman Sachs 3