成长型股权投资市场已经今非昔比。过去是早期风投只做早期投资，后期风投只做后期投资，公开上市股票投资者只投资公开交易的股票。但最近，我在进行新一轮融资时惊奇地发现，如今似乎谁都在投资后期非上市公司。

    当然，这不是什么“官方”观点，但我在与不同类型的投资者接触后形成了这样的看法。

    1.拥有成长型股权基金的典型早期风投公司——比如，红杉（Sequoia）、Accel、General Catalyst、Redpoint和DFJ等等。他们通常会用新的团队设立新的基金，专注于投资后期公司。据我所知，他们提供的资金从1,500万至1亿美元不等，他们整体而言对估值相当敏感。他们通常想获得一个董事会席位，他们的知识、关系网和出身背景也确实可以增加很多价值——红杉曾经领投HubSpot最新一轮融资，历来在这方面出手不凡。

    2.后期风投基金——比如，Meritech、Adams Street、August、Norwest、 Tenaya、Questmark、SAP和DAG，等等。这些基金只做后期股权投资，据我所知，他们提供的资金在1,000万美元至4,000万美元之间。我认为，他们在估值方面没有传统的早期投资人那么敏感。他们通常在参与公司管理方面会保持一点距离，获得董事会观察员席位——他们似乎总是追随一流的早期投资者，依赖他们的建议和关系网。

    3.大手笔的后期风投基金——GA、TCV等等，似乎只做后期股权投资，投资金额在4,000万美元以上。我认为它们对估值相对敏感。但请注意，我的样本规模较小。看起来他们想获得董事会席位，参与企业管理——而且，他们可以提供很多价值。

    4.私募股权基金——TA、Summit等等，我对这些公司了解最少，但我的感觉是他们做后期投资，而且提供“大笔”资金。他们似乎热衷于全盘收购现有投资者的股权，注入一些经营资金以及提高负债。这种做法或许不错，但对于一家已经有很多风投资金的公司而言就很难奏效。我的感觉是，他们希望参与公司管理，能提供很多价值。

    5.公众基金——这一拨人是富达（Fidelity）、T. Rowe、Janus、Cross Creek/Wasatch、Altimeter、Tiger和摩根士丹利（Morgan Stanley）这样的投资者。他们依靠公众股权基金投资，单笔投资资金似乎1,000万美元以上，对估值略不敏感（我们稍后将讨论原因）。他们是财务投资者，不想过度介入，也就是说大多数情况下，不会要求获得董事席位或观察员席位。

公众投资者投资私营公司的惊人价值

    我们选择了公众基金——上述第五类——而非私募基金，是有三大原因。这三大原因对我们意义非凡，但对贵公司也许毫无意义。

    1.一家公司上市后，公众投资者倾向于增持这家公司的股票，而私募投资者往往会卖出原来所持股票。风投基金的激励体系就是这样，在所投资公司IPO后一个合理时间段后，他们将卖出股票，将利润分配给投资者。我的感觉是，IPO与风投投资者售股之间的时间差长短不一。公司状况越好，他们继续持有的可能性越大。不过，我觉得传统风投在公开市场上买入更多股票的情形相当罕见。需要指出的一点是，卖出与否并不是最重要的。

    Times have changed in the growth equity game. It used to be that early-stage venture folks just did early-stage investing, late-stage venture folks just did late stage investing, and public equity investors only invested in publicly traded stocks. What surprised me when raising new funding is that now, it seems like everybody invests in late-stage private companies.

    This is certainly not the "official" way to look at it, but here's the way I ended up bucketing types of investors in my own head.

    1.Typical Early Stage VC Firms with Growth Equity Funds – These are folks like Sequoia, Accel, General Catalyst, Redpoint, DFJ, etc., that have typically started new funds with new teams focused only on investing in late stage companies. They write checks from $15 million to $100 million as far as I can tell, and I think they're pretty valuation sensitive as a group. They usually want to take a board seat and can add a lot of value in terms of knowledge, connections, and pedigree -- Sequoia led HubSpot's last round and has been huge on those fronts.

    2.Late Stage VC Funds – Think Meritech, Adams Street, August, Norwest, Tenaya, Questmark, SAP, and DAG. These folks only do late-stage equity and write checks from $10 million to $40 million as far as I can tell. I think they are less valuation sensitive than the traditionally early stage folks. They are typically a bit more arms length in their level of involvement which often translates into a board observer seat -- they seem to follow-on the top tier early stage folks and rely on them for their advice and connections.

    3.Big Check Late Stage Funds – GA, TCV, etc. seem to only do late stage equity and write checks north of $40 million. I think they are relatively valuation sensitive, but keep in mind I only have a small sample size here. It seems they'll want a board seat and to be very involved – and they can add a lot of value.

    4.Private Equity Funds – TA, Summit, etc. are the types of firms I know the least about, but my sense is that these folks do late stage investing and write "biggish" checks. They seem to be wired to buy out existing investors, put in some working capital, and raise debt. This can be a great approach for a company, but it's probably hard to work for a firm that already has a lot of venture money in it. My sense is that they want to be involved and are value-add.

    5.Public Funds – The last bucket is folks like Fidelity, T. Rowe, Janus, Cross Creek/Wasatch, Altimeter, Tiger and Morgan Stanley. They invest out of public equity funds, seem to write checks from $10 million on up, and tend to be slightly less valuation sensitive (we'll talk about why below). They are financial investors and do not want to be overly involved, which means no board seats or observer seats for the most part.

The Surprising Value Of Public Investors Investing In Your Private Company

    We went with public funds -- #5 above -- not private funds for three main reasons that made a lot of sense for us, though they might not make sense for your company:

    1.Public investors tend to buy more of your shares after you go public, while private investors will typically look to sell their shares after you go public. The venture funds incentive system is set up such that they are supposed to sell the shares and distribute the profits to their investors after a reasonable time elapses following the IPO. My sense is that the period of time between when you go public and when they sell varies widely, and the better the firm's footing the more likely it is they will hold. Having said that, I think it's pretty rare that the traditional venture folks actually buy more in the public markets. It's important to note that this does not matter if your most likely outcome is a trade sale.

    2.公众投资者可以“重复利用”自己的资本，而大多数风投基金不能简单地这么做。奇怪吧？如果富达通过投资贵公司在一年半的时间里获得了70%的回报，他们会相当高兴——他们可以转手，将这些钱再投资于其他股票。如果Accel的投资在一年半的时间里获得了70%的回报，他们会相当不高兴——他们得将这70%返还给投资者，根本不能再投资。要算过这个帐来，风投基金的投资需要获得3倍的回报。那又怎样？这意味着后期投资者在融资交易中可能给你较低的估值和更多“架构”（即参与度），希望达到更高的投资回报水平，而公共投资者可能更加灵活。

    3.我们对我们的董事会总体很满意，不准备寻找新董事或新观察员。

    现在，我们再来说说HubSpot。每家公司都不一样。比方说，你是一家经营不错的旅行科技公司，但需要在董事会中获得一些帮助，用一些风投大腕和关系人来提升团队、领域专长，或许还需要一些资金全盘收购现有投资者的股票和他们的董事会席位。在这种情况下，如果你不与General Catalyst或红杉这样的公司合作，那你就是疯了。

普遍使用“架构”，令人吃惊

    在我们公司的A轮至D轮融资中从未出现过“架构”概念。实际上，当一位潜在的E轮投资者问我：“你接受‘架构'吗？”我确实被问住了，我根本不知道这是什么，但也不想被视为一位完完全全的新手。因此，我回答说，“我得问问董事会才能回复你。”这还是一句好回答。

    “架构”这个时髦词指的是设立一些优先条款，用于提高新投资者的投资回报或限制新投资者的损失。我在前边提到过，私募投资者通常需要在后期投资交易上获得三倍的投资回报，而且他们很怕如果投资一家公司，6个月后就能加价75%卖出。对于能重复投资这些资金的人，这是一个很好的结果；对于风投可不是这样。为了避免这样的风险，他们会要求参与优先股投资，为他们的投资设定回报底限，比如两倍。鉴于风投的激励机制，这很有意义，但优先股是一种不同的股权类型，凌驾于其他任何股权之上，需要相当仔细的研究。优先股有很多特点，在弥补估值分歧时也很有效，但可能有些难以理解。因此，我推荐投资者深入挖掘，建立演进模式。

    风投采用的另一类架构是禁止IPO或售股价格低于两倍回报（或类似这样的条件）。鉴于风投与有限合伙人之间的合同架构，这样的限制对风投很有意义，对贵公司或许也有意义——但在此之前，需要瞪大眼仔细看。

A轮条款在后期融资中的惊人价值

    现实的情况是，A轮条款经常被剪贴、复制到后期的融资交易合同中。如果你在早期融资时在一些条款上做出让步，后期融资时就不得不付出代价。你通常不会从零开始，反复写这些条款。

惊人理性的定价

    在我们的早期融资阶段，最初的报价差别很大；但在夹层融资阶段，报价已经很接近。有一些公开的数据可以比较：上市公司以及上市公司近期收购的估值。报价讨论似乎比早期融资交易时更“现实”。

    2.Public investors can "recycle" their capital while most venture funds can't really do that easily. Huh? If Fidelity gets a 70% return on their investment in your company in a year and a half, they are pretty happy -- they can turn around and reinvest that money into other stocks. If Accel gets a 70% return on their investment in a year and a half, they are actually pretty unhappy -- they need to return that 70% to their investors and can't really reinvest it. In order for venture funds to make their math work, they need to get a 3X return on their investment. So what? Well, this means that the late-stage venture folks will likely give you lower valuations and more "structure" (i.e. participation) in their deals to try to reach higher return levels, while the public folks will likely be more flexible.

    3.We are generally very happy with our board and were not looking for new members or even new observers.

    Now, that's HubSpot. Every company is different. Let's just say, as an example, that you are a travel technology company that's doing well, but you need some help on the board, some VC pedigree and connections to improve your team, domain expertise and maybe some money to buy out existing investors and their board seats. In that case, you'd be nuts not to go with, for example, General Catalyst or Sequoia.

The Surprisingly Common Use of "Structure"

    In our A through D rounds, the concept of "structure" did not come up. In fact, when one of the potential Series E investors asked me, "Are you open to 'structure'?" it caught me off guard, because I didn't know what it was and didn't want to seem like a complete rookie. So I said, "Let me check with my board and get back with you." That turned out to be a good answer, by the way.

    Structure is a fancy word for preferential terms set up to increase the return of the new investor, or limit the downside of the new investor. As I mentioned earlier, private investors typically need to get a 3X return on a late stage deal, and they're nervous that they will invest money into a company and six months later it will sell for 75% more than they invested. For someone who can reinvest that capital, that's a great outcome; for a VC, it's not. In order to protect themselves from that risk, they will ask for participating preferred stock that, for instance, will put a floor on their return of 2X. Given the VC's incentives, it makes perfect sense, but that is a different type of equity that sits on top of everyone else's equity that needs to be looked at extremely carefully. It comes in a lot of flavors and can work well to bridge a valuation gap, but can be confusing, so I recommend folks dig in and build the model on how it ripples through.

    Another type of structure that VCs put in is a block on an IPO or trade sale of less than 2X (or something like that). This block makes perfect sense for the VC given their contract structures with their LPs, and it might make sense for you -- but you need to go into that with eyes wide open.

The surprising importance of your Series A terms in later rounds.

    It turns out that the terms from your Series A are most often cut and pasted into your later round deals. When you compromise on terms in the early stages, you will have to pay the price in the later stages. You generally don't start from scratch and rehash the terms.

Surprisingly rational pricing

    The initial pricing interest in our early stage rounds varied widely; but in our mezzanine round, the numbers came in much closer to each other. There are hard public numbers to look at with publicly traded companies and recent acquisitions by public companies. The pricing discussions just seemed much more "real" than the earlier stage deals.

    我在这里的建议是，看看你所在行业的上市公司，当他们还是贵公司的规模时，他们在什么位置。我们做了一张包括所有“软件即服务”（SaaS）上市公司的图，显现从早期到现在的收入和增长曲线。这个工具在我们讨论时很有用，特别是我们（增长率85%）与其他增长率25%的公司进行比较时。

估值对于并购交易的意外价值

    私营公司购买私营公司的股票有点麻烦。在我们的D轮融资后，我用现金加股票的方式收购了另外一家非公开交易公司Performable。这种收购最麻烦的部分是要搞清他们的股票值多少，我们的股票又值多少。好在我们刚刚结束了一轮相对后期的融资，至少我们这方有真实的数字可进行谈判。如果双方都没有最近的数据，这样的谈判真得很难有结果。

    这些是我们在最近的夹层融资中学习到的意外经验。在这方面，你还有任何灼见需要补充？敬请留言告诉我。

    布莱恩•哈里根是HubSpot联合创始人兼首席执行官，HubSpot是一家总部位于马萨诸塞州康桥的集客营销软件提供商。

    译者：杨智

    My advice here would be to get your arms around the public companies for your industry, and where those companies were when they were your size. We built a chart that showed every public SaaS company and what their revenues and growth trajectories were from their early days to where they are today. It was a useful tool in our discussions, particularly when we were getting compared to public companies that were growing at 25% and we were growing at 85%.

Surprising value of currency valuation in M&A

    Private companies buying private companies with stock is a tricky business. After our Series D, we acquired another privately traded company called Performable with a combination of cash and stock. The trickiest part of deals like this is figuring out what their stock is worth, and what your stock is worth. The nice part about just having finished a relatively late stage, clean round is that at least our side had a real number to negotiate from. If neither side has a recent number, those negotiations are really tough to sort out.

    Those are some of the surprising things we learned in our recent mezzanine round. Am I missing any insights that you have on this topic? Feel free to leave a comment and let me know.

    Brian Halligan is co-founder and CEO of HubSpot, a Cambridge, Mass.-based provider of inbound marketing software.