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003

Case 003Portfolio management and follow-onsHard

Give me your opinion of our current portfolio. Meruvale Ventures Fund II reports a TVPI of almost 2.9x, but three of its biggest marks date from 2021 and one company is nearly out of cash. What is a defensible NAV?

Battery VenturesBoston · 2019

1The situation

Meruvale Ventures Fund II has invested Rs 400 crore across eight companies and has returned nothing yet. It marks them at Rs 400, 250, 180, 120, 80, 60, 40 and 20 crore, Rs 1,150 crore in all.

Companies 1, 2 and 4 were last priced in 2021, at 40x, 30x and 25x ARR. Listed and recently funded peers now trade at about 9x ARR. Since those rounds, their ARR has grown 2.0x, 1.5x and 1.2x. Company 7 has four months of runway and no term sheet. The other four were priced in rounds within the last year and can stand.

2Your task

Which marks are stale, what NAV would you defend to an LP, and what does it do to the fund's TVPI?

Quick check

Company 1 was marked on a 2021 round at 40x ARR and has doubled ARR since. Peers trade at 9x. Roughly where should the Rs 400 crore mark go?

Worked solution

Try it on paper, then open one step at a time.

30-second answerThe answer to give first

Three marks are stale and one is a write-off; a defensible NAV is about Rs 684 crore, taking TVPI from 2.88x to about 1.71x. Companies 1, 2 and 4 are carried at 2021 multiples of 25x to 40x ARR against 9x today, and their growth does not close the gap. Company 7 has four months of cash and no buyer, so its Rs 40 crore should go to zero until a round says otherwise.

Step 1How do you spot a stale mark before doing any maths?

Think of a flat valued at the price its neighbour sold for three years ago, in a building where prices have since fallen by half. Nobody has lied, but nobody would lend against that number. A venture mark usually equals the price of the company's last round, so the older the round and the bigger the market move since, the less the mark says about today. Ask two questions of every line: when was it last priced, and at what multiple. Here companies 1, 2 and 4 hold Rs 770 crore, two thirds of the NAVNet asset value: what the fund itself estimates its unsold holdings are worth today., on 2021 prices.

Step 2How do you reprice a company with only ARR and a peer multiple?

Scale the mark by what has changed: ARR growth times the ratio of today's multiple to the old one. Company 1 has grown 2.0x but the multiple has fallen from 40x to 9x, so its value is 2.0 times 9 over 40, 0.45 of the mark. A company can double its revenue and still be worth less than half its last round, because the 2021 multiple was doing most of the work. Company 2 lands at 0.45 of its mark as well, and company 4, with the weakest growth, at 0.432.

CompanyReported markLast round multipleARR growth sinceAdjusted mark
Co 140040x2.0x180.0
Co 225030x1.5x112.5
Co 3180recent round180.0
Co 412025x1.2x51.8
Co 580recent round80.0
Co 660recent round60.0
Co 740recent round0.0
Co 820recent round20.0
Total1,150684.3
Rs crore. The three 2021 marks are rescaled by ARR growth times 9x over the old multiple, company 7 is written to zero, and the rest stand; NAV falls from Rs 1,150 crore to Rs 684.3 crore.
Reported marks against defensible marks, Rs crore400180Co 1250112Co 2180180Co 312052Co 48080Co 56060Co 6400Co 72020Co 8reportedadjustedleft aloneStale 2021 prices on companies 1, 2 and 4; company 7 has four months of cash.
Companies 1, 2 and 4 fall from Rs 400, 250 and 120 crore to about Rs 180, 112 and 52 crore once their 2021 multiples are brought to today's 9x, company 7 goes to zero, and the four recently priced companies are left alone.
Step 3What does it do to the fund, and how do you say it to a partner?

The fund has returned nothing, so its whole value is NAV: TVPITotal value to paid-in capital: distributions plus remaining NAV, divided by the money investors have put in. falls from 2.88x to 1.71x on Rs 400 crore invested. The fund is still ahead of its money, but it has gone from a top-quartile story to an ordinary one, and company 1 alone accounts for more than half of the drop. That is the sentence to lead with, because it tells the partner where the risk sits.

From reported to defensible TVPI, one adjustment at a timeReported TVPI2.88xCo 1 repriced-0.55Co 2 repriced-0.34Co 4 repriced-0.17Co 7 written off-0.10Defensible TVPI1.71x1.0x: money back
Meruvale's reported TVPI of 2.88x falls to about 1.71x once company 1, company 2 and company 4 are repriced to today's multiples and company 7 is written off, with company 1 the largest single step.

Name the limits of the method. Scaling by multiples ignores the fund's preference rights: a fund holding a 1x preference in company 1 may recover more than a pro rata share in a weak sale, so the preferred stake falls less than the company does. And the write-off of company 7 is a judgement; a bridge from insiders would put some value back. A defensible NAV is a range with a stated method, not a single number defended to the decimal.

Where candidates lose it

The usual loss is treating ARR growth as proof the mark holds. Candidates say company 1 doubled, so Rs 400 crore is fine, without noticing the 2021 multiple fell by more than three quarters.

The second is giving an opinion on the companies without ever turning it into a fund number. The interviewer asked about the portfolio; the answer that lands is the TVPI before and after, and which single company moves it most.

What the interviewer asks next

  • Company 1 holds a 1x non-participating preference on its Rs 400 crore round. How does that change your mark on the fund's stake?
  • Should Meruvale put more money into company 7? What would you need to see?
  • How would an LP read a fund that marks down only at the next round?

Asked at Battery Ventures, Venture Capital, Boston, 2019 (Wall Street Oasis): Asked about companies I'm excited about and my opinion of their current portfolio.

← Case 002Pitch a company that is not in our portfolio: Sutrana Payroll, payroll software for Indian SMEs. The fund already owns an HR software company. Why is this a fit, and what has to happen for the round to return 5x?Case 004 →Kistvik Credit makes 30-day pay-later loans of Rs 8,000 for a 3% fee. With its funding cost, defaults and servicing costs, does each loan make money, and at what default rate does it break even?

Company names and figures are illustrative.

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