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Designing a new funding structure for bootstrappers (earnestcapital.co)
139 points by dsr12 4 months ago | hide | past | web | favorite | 34 comments



I like it, except these two points:

1. You're asking a "bootstrapper" to reimburse up to $5K in attorney fees (in addition to their own fees), while regular Delaware C-Corp startups can incorporate and raise pre-seed or seed up to a several millions without involving lawyers at all. Much more capital efficient.

2. > if we invest $100k with a 4x, or $400k Return Cap. The company pays back $100k, so there’s $300k left to pay, then decides to raise a round. We base our conversion on the $300k remaining to be paid, not the $100k we invested.

While this might be fair, it looks like double-dipping, especially if you have a low cap. There should be an option to repay it from the new investment without conversion.


1. Good point. This is just some boilerplate from fundraising docs that basically means the legal costs of closing the deal are paid out of the investment money (not the founder's pocket). But could be clearer / we could drop it. Legal costs will be minimal.

2. Yes, currently the way we have structured it if the company decides to raise a round of financing and as part of that they want to pay the entire Return Cap to us in full, that is fine.


I hate dealing with unexpected legal costs, especially when cash-strapped, as I had to when raising angel cash. Maybe I was naive, but sometimes people don't know how much it costs just to raise money (something that seems really standard) and that if you can't pay it, you can't close the deal. However taking it out of the funds given is a bit more fair at least, but make sure people are aware of it so they don't feel cheated.

I would imagine someone would want to have their own lawyer look over everything anyway for this stuff before signing anything, but anything you can do to reduce cost is good. It's so minor and a necessity at the start, but has the huge chance to set off the relationship and optics on a bad start.

It's like you are giving free consulting resources (your money though instead of time) for the chance to close a deal you want as the investor, keep the client happy and make it as lubricated a process as possible. Eat it so that it doesn't turn into something that feels like an early scam attempt that'll ruin the future of the relationship.


Sounds interesting enough, as a bootstrapper who previously raised funds and hated the experience, I like this idea, but I guess the devil is in the details. I don't give a shit about the VC conversion stuff and as another commenter has said, this could just be a sly way to slip into regular style deals with all that upside, but at the same time, if I just need money to focus and I know how much and when I have to pay out, it's just basically a specialty loan, which seems intriguing. Not sure what happens if your business fails in this case however, I assume it'd be treated like a regular investment and they can't go after you personally as in a real loan, so the onus is on the investor to make sure they do their homework.

It seems fair to say if I take $100k I pay you back say 4x that, no other strings attached. We both get value out of it. Who wouldn't want to 4x their money with some careful investment? Seems like it could be more reliable then regular startup investing, albeit slower and less exciting, but at the same time, you get to actually enjoy helping people like you instead of trying to help them but also trying to fuck them because it's your job.


Everyone would want to 4x their money with some careful investment. However, who is willing to give up 4x that amount on a proper working business with some traction?

I'd assume they're not going to give these "loans" to high risk "hey I have a cool idea" businesses, but more to businesses where it's clear that investing $x adds $x * 3 revenue. Meaning the risk you're taking is likely not extremely high, more on the same level to private equity.

Those are massive returns for the investors. The only people willing to take money under these terms are really desperate.


Your point is valid but somewhat exaggerated.

There should be some companies somewhat in the middle of the two extremes you've laid out. Companies that are reaching product market fit but still have a high level of uncertainty.

Note, I'm not saying this structure will necessarily see huge demand. But I also don't believe the terms are completely out of reason.


Exactly. Like all forms of investment, it's not for every founder, every business at every stage. Our canonical example is a technical founder who has a full-time job or full-time consulting, built a product on the side with ~$3k MRR, a great potential a company and is faced with (1) go full-time now and eat through lots of savings to get it off the ground or (2) work on it nights and weekend for 18 months. Our proposition here is to provide capital and resources to compress 18 months of nights & weekends into 6 months of full-time work to get the company off the ground.


It seems the summary is that they will require them to be paid back through business profits as a result of it not aiming for VC-level returns. They also close the loophole of not showing much business profits on paper by defining profit as founder earnings. If your earnings from the company crosses a certain threshold, the investors tax your personal salary to get its return. What they are undecided on is whether they want to keep this forever, or until they actually get their capital + profit margin repaid.

I'm in their target market myself, so here's my two cents.

It's fair to offer some additional remuneration for a VC taking extra risk with ideas with smaller potentials, but this sounds a little draconian. It sounds a little like they're covering their bases (which is great!) but also putting themselves in a place where they might have to go after people's salaries, which is going to create a lot of resentment. It feels almost like an attempt to take something more risky, but try to do some legal finagling to push even more risk onto the founder just so that they can bring it down to regular VC-level risk for themselves.

It feels like almost by definition most all of the 'good' investment that they want to pursue will be able to make themselves eligible for normal VC funding by either no or little work, and the additional complexity and unknowns incurred by this untested agreement is more expensive than what a good company would accept. Because for much less work than that, they can go the traditional route. Since they're bootstrapping, they don't have the urgency of 'I have to find money in x weeks or the company goes bust' either.


I think that's fundamental to investing in any company where the goal isn't an IPO. Because if investors have to negotiate their dividends each quarter, and the CEO has an incentive to make the number lower, it's going to be a painful negotiation every time. The CEO has an infinite variety of ways of routing money to himself / family / friends that don't look like profits on the books.

The genius of the VC model is that the investors get paid by the market when the company goes public or is acquired, and during that process the incentives of the founders and investors are aligned (they both want higher numbers.)


> but also putting themselves in a place where they might have to go after people's salaries,

Disagree. Part of the term is that both parties will agree to a minimum salary that is not subject to dividends. So if you and the investor would have to agree in advance that founder salary will be $100k.

This clause protects them in the case, the founder decides to unilaterally pay themselves a $500k salary, but go back to the VC and say, "sorry, we had no profit this year. no dividend for you"


Exactly. In this structure, founder can pay themselves whatever salary they want but any amount above an agreed cap is added into Founder Earnings and subject to dividend sharing.


I really like this idea. A thought:

"If there’s a hard stop on the investment, then Earnest and its team will no longer be invested in the success of the company."

This is shortsighted thinking. The stronger the companies are in your Alumni network, the stronger your Alumni network is- so if you are seeking to continue investing long term, it is always in your interest to build companies in your Alumni network, even if there isn't a direct cash return for doing so. The publicity benefit alone is well worth it (We were an early investor in XYZ!)


Fair point.


I'm not particularly interested in starting a start up so I've never looked this up, but are conventional small buisness loans impossible to get for an internet based buisness?

From a lay persons view it seems like handing out small buisness loans to internet companies has a higher chance of profit and less risk profile than other types of buisness.

To start a restaurant for example you need furniture, cooks, wait staff, need space, suppliers, etc. You can start up a SASS with a couple of computers, an AWS account, and a WeWork subscription. There is zero marginal cost, I would bet productivity per employee is very high compared to other industries, what am I missing?


At a point where I had something like eight years of operating history and showed a series of banks financial statements with mid six figures in revenue the overwhelming response was "Well we will not automatically punt out of the conversation where we agree to loan you 10% of that topline number but underwriting is expensive and that is really small beer... have you considered just getting more credit cards? We can accommodate that."

Among other factors complicating the math: you know how easy it is to start a SaaS company? It is similarly easy to credibly claim you are starting a SaaS company. (It is rather harder to credibly claim you are opening a pizza parlor; you need to have e.g. a location under contract.)

If you offer $100k to anyone credibly claiming to open a SaaS company, and charge reasonable business loan rates... fraud is going to be pretty annoying.

Business failure is going to be pretty annoying, too! What happens when 6 months in the company is making nothing and Google offers the founder Google-appropriate amounts of money to get a real job? Answer: you lose all your money.

(VCs have a saying about this which is reasonably well calibrated: Don't take venture risk for debt returns. Bank of America is very much not in the business of taking venture risk in their SMB lending segment.)


Not impossible, but very difficult. It's pretty much impossible at big banks. When my company was bootstrapped to $250k/year in revenue (with several years of history), Bank of America wouldn't even extend a $10,000 line of credit. Each year, they would promise that they would be more "start-up" friendly, but it never happened (even when we crossed the $500k mark).

You'll have better luck with local banks that work with startups. We worked with Cambridge Trust in Massachusetts to get a line of credit and it was a pretty painless process. Working with local banks definitely involves forming a personal relationship though, so there's a little time investment. Without external funding, you'll also find even the local banks will require a personal guarantee.

There's a huge gap between VC funding and loans from big banks, so I'm excited to see people tackling this problem.


Banks won’t lend to startups in the UK, unless secured by assets just like a personal loan.

In the UK almost all bank lending is related to the housing market (I read a stat where it’s ~ 95%).

Basically, the banks are extremely risk adverse and only care about rent seeking.

Even if you’re in business and doing well, it’s difficult to get a loan.


In the UK it's pretty easy to get a business overdraft. Although those will come with a personal guarantee from the director(s), they don't need to be secured by any assets.


Sure, but I wasn't talking about overdrafts.


If you are actually doing well (not just in your mind), there will be angels that are happy to give you a 50 or 100k loan at 10% per annum. Even in Europe.


Sure, but I wasn't talking about Angels.


It's definitely easier to get a $1m bank loan to open an Arby's franchise than $100k loan to build a SaaS startup.


Yeah pretty much unless you wanna guarantee the whole loan amount with personal collateral. Loan underwriters want to see lots of things most startups don't have, like positive cash flow, operating history, and credit history.


The question is, are these guys going to give you a loan without positive cash flow or a clearly working model?

If you can prove it works then it's generally not hard to raise the money.


Your funding mechanism seems compatible with cooperatives, which have no equity (but do have founders). For example, Stocksy (https://www.stocksy.com/) is a producer cooperative with members who are artists who make photos. The founders aren't the cooperative members, they were technologists who wanted to make a cooperative platform for artists to make stock photos.

In a cooperative case, the founders would be investing their time beyond draw under the same terms as a cash investor would. If/when the venture makes profits, the investment of time/money can be paid back though a percentage of revenue. Anyway, you may want to solicit feedback from members of the Platform Cooperative movement (https://platform.coop/). They are actively searching for those who might have a compatible, patient capital funding mechanism.


There is no source of capital that is aligned with founders who want to build a healthy, sustainable, profitable business.

Positive cash flow is the best source of capital, IMHO. If you can't manage that, or you need extra capital to grow the business, what about turning to banks as a source of capital?

After my company (not a tech startup) hit the 5-year mark in the state corporations database, I started getting offers from banks, PayPal, and even Amazon, two or three times per week.

They don't want equity. They don't want a seat on the board. They don't want to tell me how to run my business. They just want the interest and a relationship that might lead to more business down the road.


And personal guarantees and a lein on your house.


There are always strings attached when money changes hands, whether it's a bank or an alternative funding vehicle such as Earnest Capital.

In its post, this statement stood out:

All of the terms or figures are subject to change. Any specific figures would change significantly depending on the stage of the business, founding team and current levels of traction.

Phrases like "terms subject to change" + subjective, easily discounted appraisals of things like "team" and "traction" are the types of venture BS that many bootstrappers want to get away from.

Moreover, the post says they "primarily" want to extract dividends from the companies they invest in. What happens when those dividends dry up, or the company needs to make a choice between paying out dividends and using that money for some other important purpose? Salaries get docked?


Our structure is 100% aligned with the founder. If they founder(s) take profits, we get a share of that. If it makes more sense to reinvest profits or if there currently aren't profits, we don't get paid and we do our best to help the founders in any way we can. We definitely would not be trying to go after salaries to increase profits (nor would we even have any mechanism to do so... no board seat or equity control).


Always good to see more capital structures and options for both founders and investors. I think this case could really benefit from some concrete examples (numbers) of deal terms, and also scenarios in which bootstrappers would want to accept this kind of capital. The YC->VC model is well understood, but it’s not clear when and why bootstrappers would want to raise money under these terms. (I note he’s interested in hearing from a 500MRR company in the comments, is this the target market?)


The big problem is at these numbers they'll still need to do a lot of vetting. And in the current revenue-loving funding climate people who'll seem good enough to them can probably get a better deal elsewhere (regardless of what happens down the road). Adverse selection is going to be a big problem.


Would the amount to be repaid be at all contingent on when it is repaid? Or is it a fixed multiple, no matter when it's repaid?


Important missing information for me: what is a reasonable founder salary cap?


Rubbish, bootstrapping is about taking no funds in exchange for equity. You fund yourself with no obligations to anyone but yourself. The moment they started talking about equity in the business they lost me.




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