Travers Smith's Venture Insights: The changing shape of Venture Capital
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Travers Smith's Venture Insights: The changing shape of Venture Capital

Overview

The private capital market is constantly evolving, and venture capital is undergoing an especially significant shift as the industry faces into the pressures impacting private equity GPs.

Over the past few months, we have been at industry events (such as SuperReturn Venture, Berlin and co-hosting a session with Crafty Counsel on the fundraising dynamics in venture capital and private equity funds), talking to venture capital managers, market participants and other stakeholders about this structural change. Below is our take on the themes that stand out from those conversations – liquidity, exit strategies and team stability.

The first takeaway – not surprisingly – is that holding periods have lengthened. Companies are staying private far longer. Pressure that has long weighed on private equity – driven by a sluggish exit environment – is pressing on venture too. The traditional 10-year fund life looks increasingly inadequate.

We see this tension played out in the questions that LPs ask during the fundraising process where the lack of liquidity has transformed investor negotiations. Exit strategy is now a central up-front discussion. Fund lifespans are extending beyond the traditional 10 years, and investors want to understand, from the outset, how and when a manager plans to create liquidity, not just paper returns. Managers raising new capital must now address this head-on.

Secondly, this shift in holding periods, and the resulting investor pressure, makes secondaries one of the hottest topics in venture. Managers who are not yet thinking seriously about secondary strategies risk being left exposed. 

The secondary market is now a strategic alternative rather than a last resort (but there are still market participants that have been left unimpressed by GP-leds and what they consider to be synthetic liquidity, notwithstanding, they are here to stay!). GP-led secondaries have become a part of a GP's toolkit in PE and are on the rise in VC. They are most commonly structured as continuation vehicles where one or more assets transfer from an existing fund into a new vehicle managed by the same sponsor and existing investors choose either to roll over or take cash. For VC managers, whose returns often depend on one or two exceptional companies, this structure has obvious appeal. It allows them to extend the holding period on their best assets – important when companies are staying private far longer than they once did – manage concentrated positions and create liquidity for themselves and their investors without forcing a premature exit. Whether a venture GP is considering these vehicles or not, they can expect to be quizzed about it as they take their next fund to market.

The secondaries market has scaled enormously, and many secondary houses are instinctively innovative and always looking for good assets. It would be a mistake for any venture GP not to embrace secondaries as part of their exit strategies. Many LPs are liquidity constrained and open to good exits provided conflicts are navigated. 

The VC secondaries market remains less liquid and less standardised than its PE equivalent. That will change. As fund lives stretch beyond 10 years – 15 years in some cases – and traditional exit routes stay constrained, the secondary market will become an increasingly important tool for VC managers. Expect demand to grow.

Interestingly, in the earlier years of the secondary market, some secondary houses executed some bold secondary deals into venture assets – for example, those who may remember the 3i's life sciences portfolio sale of investments in small European companies.

Finally, another key focus for LPs is team quality and stability, and we see investors really stress-testing this issue during their due diligence. Where senior executives are approaching retirement, they ask directly about succession plans. Whether or not retirement beckons, they also ask whether the GP is considering bringing investment into the house during the fund's lifetime and / or whether a sale of the GP might be on the cards – it will be interesting to see how this theme evolves in the VC market as GP consolidation and GP stake deals continue to be on the rise.

A well-incentivised team clearly matters too (and there can be obvious challenges for emerging managers). LPs recognise that it is difficult to incentivise individuals who have already benefitted from strong carried interest returns, to work as hard on the next fund, but they expect their GPs to tackle this creatively and proactively to ensure continued alignment. 

Industry veteran John Daghlian said "The secondaries market has scaled enormously, and many secondary houses are instinctively innovative and always looking for good assets. It would be a mistake for any venture GP not to embrace secondaries as part of their exit strategies. Many LPs are liquidity constrained and open to good exits provided conflicts are navigated."

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