Why SPV Closing Dates Don’t Matter
…random thoughts of a syndicate lead
I frequently get asked from LPs who are considering investing in a deal when they need to commit to a deal by.
That’s a very reasonable question. But also a very tough question for a syndicate lead.
Here’s why.
Syndicates work backwards from traditional venture funds, meaning we find the capital after we find the deal.
It’s a balancing act of guessing what your LPs will commit and communicating that with the founder. You are really managing 2 timelines in parallel:
1) The close of the round w/ the founder
2) The commitment of capital across your LPs
When investing in priced rounds the closing date is more punctual versus SAFEs/notes. The challenge → it is unclear when your allocation will fill to be in a position to close out your SPV.
This is why I try to provide ballpark figures with founders so they have a good idea, and as soon as I know the allocation is going to be larger or smaller than the original figure I told them (or asked for), I immediately relay the updated info.
Us syndicate leads need to play nice with founders because they are providing us some added flexibility. Ideally it’s bonus points when you can move quickly as a syndicate though, which they will certainly appreciate.
(I think older angel groups moved at a slower pace, which helps syndicates today in founders eyes)
Here’s the reality.
If we have a $250k allocation into a company's priced series A, I might know that we need to sign docs in 10 days from today and can tell LP’s that in full transparency.
What I don’t know is if this allocation is going to fill in 2 days, or not at all. If it filled in 2 days i.e. way ahead of estimated scheduled, this would require me to do 1 of 2 things:
1) Request additional allocation. Hopefully this works for the founder, but every round is different and it could go either way.
2) Close the deal earlier than expected because capital commitments came in larger and quicker than expected. This of course hurts those LPs that thought they had more time to explore.
In scenario 2 above, I might have told an LP we need to narrow in on a final commitment amount by next week, but the next day I could potentially have 2 large LPs commit capital which would close out the allocation.
I could keep the vehicle open and oversubscribe the allocation, but I’d prefer to reward those LPs who can move quicker versus oversubscribing and having to scale LPs back. Part of the game.
I’m always going to try and do what is right by LP’s but it's also a juggling act. Once an allocation goes live, I want to firm up the allocation asap.
Syndicate leads put in a lot of work AFTER securing an allocation. If you want to syndicate deals, get used to the stress & embrace being wrong about estimated allocations :)
In summary → closing dates are always subject to change when running SPVs.
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I write Last Money In Media for all things SPVs in Venture Capital.
VC investor, bullish on Austin, lifetime learner, physicist in business, Forbes 50/50
4moI love you touching this thorny topic. Must be discussed!