The Problem With SAFEs In Venture Capital
In recent years, Simple Agreements for Future Equity (SAFEs) have skyrocketed in popularity, becoming the de facto instrument for early-stage startup investing. While they offer undeniable advantages, such as speed and cost-effectiveness, there are pitfalls and nuances that demand attention. The recent VC market correction has highlighted frailties in the system. The way SAFEs have come to be used is far from the initial intention, which poses additional problems.
In this post, I delve into the world of SAFEs, exploring their origins, advantages, and, most importantly, the issues that arise when they are misused. I dissect the pros and cons, sharing tips for using SAFEs optimally and addressing common misconceptions.
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Understanding SAFEs
In the last decade, SAFEs have emerged as a popular tool for raising capital. But what exactly are SAFEs, where did they originate, and why are they used in the first place? In this section, I answer these fundamental questions.
SAFEs are financial instruments startups use to secure investment mostly from Angel Investors, and sometimes very early-stage Venture capitalists. They have gained widespread adoption, especially in Silicon Valley, as an alternative to traditional equity financing methods like common or preferred stock. SAFEs and equity rounds, like traditional Series A or Series B rounds, both serve as mechanisms for early-stage startups to raise capital. However, they differ significantly in their structure and timing.
SAFEs, on the other hand, postpone the valuation discussion until a later, more substantial funding event or a specific triggering event. This approach allows both Founders and Investors to focus on what truly matters at this early juncture: building a viable product and growing the business without getting bogged down in complex valuation negotiations.
When the next priced equity round (i.e., a funding round with a determined price per share) occurs, the SAFEs are typically converted into shares in the startup based on the predetermined terms negotiated in the initial SAFE agreement.
This deferral of valuation negotiations also simplifies and expedites the fundraising process, making SAFEs a favored choice for startups seeking swift access to capital. However, it also introduces a degree of uncertainty, as the actual equity allocation is determined in the future, potentially affecting the Investor’s stake.
Compensating for Risk: Cap and Discount
Investors in early-stage startups through SAFEs deserve appropriate compensation for the substantial risks they undertake. They inject capital when a company is in its infancy, typically with unproven concepts and limited traction. In contrast, the next round of Investors will likely benefit from the progress achieved with the funds raised through SAFEs.
SAFEs incorporate risk-rewards mechanisms like valuation caps and discount rates to ensure that early backers are duly compensated for their faith in the startup’s potential.
Valuation Cap: The cap sets a maximum limit on the conversion price of the SAFE into equity during a future financing round. This means that even if the startup’s valuation skyrockets, the Investor’s conversion price will never exceed the cap. For instance, if an investor holds a SAFE with a $5 million valuation cap and the subsequent funding round values the startup at $10 million, the investor’s SAFE converts at the cap price, effectively giving them twice the equity for their investment.
Discount Rate: The discount rate entitles Investors to purchase shares at a predetermined discount compared to the price paid by the new Investors in the subsequent equity round. This discount acknowledges the risk early Investors took by putting their money into the venture before its value was proven. Typically, discounts range from 10% to 30%, providing investors with a favorable conversion rate and incentivizing early participation. The higher the discount rate, the higher Founders’ dilution.
Pre-Money SAFEs and Post-Money SAFEs
The concept of SAFEs was first introduced by Y Combinator in 2013. Y Combinator (YC) designed SAFEs to simplify and expedite the investment process for early-stage startups and investors. Before SAFEs, startups typically relied on convertible notes (or bonds), which often involved complex terms and legal documentation. SAFEs aimed to streamline this process by offering a straightforward and standardized agreement.
Two key terms concerning SAFEs are “pre-money SAFEs” and “post-money SAFEs.” These terms refer to when the SAFE’s conversion into equity occurs concerning the startup’s valuation:
- Pre-money SAFE: With a pre-money SAFE, the valuation at which the SAFE holder’s investment converts is determined before the inclusion of the new capital from the subsequent equity financing round. This means the SAFE holder’s equity stake gets diluted by the new equity investors.
- Post-money SAFE: In contrast, with a post-money SAFE, the valuation cap includes the SAFE holder’s money. This means that the valuation at which the SAFE converts reflects the startup’s valuation after accounting for the SAFE but before the new equity financing. As a result, the SAFE holder’s equity stake is not diluted by subsequent equity investors in that round. Existing option pools are also included in the cap (but not new ones).
The choice between pre-money and post-money SAFEs can significantly impact both the investor and the startup, as it determines the dilution of ownership for existing shareholders. I personally prefer using post-money SAFEs as they considerably simplify dilution calculations.
In the next section, I’ll delve into the advantages and disadvantages of SAFEs, offering a comprehensive view of their role in startup financing.
Pros and Cons of SAFEs
SAFEs have become incredibly popular and for good reason. They offer a range of benefits for both entrepreneurs and Investors. However, like any financial instrument, SAFEs come with their own set of advantages and disadvantages, especially when they are not used as initially intended.
Pros of SAFEs
One of the primary advantages of SAFEs is their ability to break the “Who else is investing?” deadlock often encountered in startup financing, especially when compared to traditional priced equity rounds that require all Investors to sign a term sheet simultaneously.
This deadlock arises from the tendency of investors, whether they are Venture Capitalists, Angels, or other stakeholders, to exhibit herd behavior. In traditional rounds, Investors may hesitate to commit until they see other prominent names on board. SAFEs, on the other hand, allow investors to join the round without waiting for everyone else to sign, thus facilitating a smoother and faster fundraising process for startups.
This flexibility can be particularly beneficial in highly competitive markets where securing commitments from Investors can be a challenging task.
Several additional key reasons contribute to the popularity of SAFEs among startups Founders and Investors.
Simplicity: SAFEs are relatively simple agreements, reducing the time and legal costs associated with fundraising. YC’s SAFE template is only a few pages long.
Speed: SAFEs allow startups to secure investment quickly. With standardized terms, negotiations are minimal, enabling startups to focus on growth rather than lengthy legal processes. Investors are not shareholders, so no shareholders’ agreement is necessary.
SAFEs allow Founders to get the money in the bank and get back to work.
Geoff Ralston – Y Combinator (Source: 20VC)
Flexibility: SAFEs don’t carry an interest rate or a maturity date, which is common in convertible notes. This flexibility benefits both startups and Investors by avoiding the pressure of debt repayment.
Deferred Valuation: SAFEs (theoretically—more about this later) postpone the valuation of the startup until a future priced equity round, usually a Series A. This delay can be advantageous for both parties, as it avoids disputes over the startup’s valuation at an early stage. Besides, dilution is also postponed at a later stage, when the company has enough traction to get a proper valuation.
Cons of SAFEs
For all their advantages, SAFEs have been long criticized for several reasons, with a marked increase since the VC market reset in 2022.
In my experience, the primary issue with SAFEs lies in the misalignment of interests between SAFE holders (typically, Angel Investors) and Founders. Angel Investors may be inclined to press Founders to halt a fundraising round once the valuation proposed by new round Investors reaches the predefined cap.
In contrast, Founders often prefer to explore the market further, seeking better offers that could potentially dilute them less. This misalignment can create tension and conflicts of interest during the fundraising process, potentially impacting the startup’s growth trajectory.
More commonly cited issues with SAFEs are mentioned below.
Uncertainty for Investors: SAFEs provide minimal protection for Investors in case the startup doesn’t perform as expected. Unlike equity investors who have certain rights and preferences, SAFE holders may find themselves in a precarious position if the company encounters difficulties. as the recent wave of bankruptcies highlighted. Although many angel groups profess not using SAFEs for that reason, my take is that there is not much to be gained by shareholders in case of a startup going under anyway, as they rarely own assets and have little salvage value.
Complex Cap Table: Over time, as more SAFEs convert into equity and multiple SAFEs with varying terms are in play, the startup’s capitalization table (cap table) can become complex. Managing this complexity can be challenging for Founders. Tools like Carta’s SAFE calculator help them make sense of potential dilution.
I cannot tell you how many angry pissed off angel investors I have had to talk off the ledge when we are leading a priced round and they see the cap table and they own a LOT less than they thought they did.
Fred Wilson – Union Square VEntures (Source: his awesome blog)
Delayed Ownership Rights: SAFE Investors typically don’t have voting rights or any say in company decisions until conversion. This means they may not have a voice in crucial matters until much later in the startup’s journey.
Conversion into preferred shares: SAFEs ultimately convert into the next round’s instrument, typically preferred shares with liquidation preference granting Investors the right to receive their initial investment amount back first. It can create a complex stack of preferences potentially diluting the ownership and value for common shareholders, including Founders and employees, in favor of Investors.
How To Use SAFEs Optimally
In this concluding section, I mention best practices of utilizing SAFEs to their fullest extent. I explore each of these points in-depth in the companion webinar.
- When to use SAFEs: Discover the scenarios in which SAFEs are preferable vs. traditional priced equity rounds and convertible notes, and when to avoid them.
- Why Discounts Trump Caps: Delve into the complexities of valuation caps and understand why discounts often prove to be the more advantageous choice for both Founders and Investors.
- Back to Basics: SAFEs with Varied Conditions: Explore the idea of using SAFEs as initially intended, implementing different conditions for Investors based on preset parameters.
- Mastering Negotiation: Factors Shaping Your Deal: Uncover the key factors that can help you negotiate the discount rate or valuation cap to your advantage.
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