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Index/Startups & Founders/$100M Exits with Jason Kirby
$100M Exits with Jason Kirby artwork

Ep 118: The AI Divide Is Here: Why Most Companies Will Fall Behind

$100M Exits with Jason Kirby · 2026-06-25 · 47 min

0:00--:--

Key moments - from our scoring

Substance score

56 / 100

Five dimensions, 20 points each

Insight Density12 / 20
Originality9 / 20
Guest Caliber13 / 20
Specificity & Evidence13 / 20
Conversational Craft9 / 20

Jim Verri explains growth equity as an asset class that sits between early-stage venture and late-stage buyout, targeting profitable or near-profitable businesses with proven product-market fit generating $5M+ in revenue. Unlike traditional VC's binary bet model with high loss rates, growth equity funds like Volition take minority stakes (typically 10-40%, median ~20%) in real businesses with lower failure risk, often including founder liquidity components. The conversation covers deal structure nuances - how Volition plans follow-on capital through pro-rata rights, tender offers, and M&A - and a contrarian ad-tech investment in Kinetics that became a major exit despite sector skepticism. A critical theme emerges around AI adoption: Verri argues every company must become an AI business or fall behind, noting that only 20% of employees typically drive AI integration while the rest remain siloed. He describes Volition's Monday "AI labs" demo sessions and weekly portfolio company "demo hours" as knowledge-transfer mechanisms, emphasizing that founders need intellectual curiosity and hands-on experimentation (especially post-Claude Opus) to understand AI's real capabilities. The episode concludes with market observations on the private-public valuation gap, noting private markets haven't fully corrected yet and many founders hold unrealistic 2x growth expectations from their previous rounds.

Key takeaways

  • →Growth equity targets 10-40% stakes in $5M+ revenue businesses with product-market fit, offering lower loss rates than VC while maintaining bigger outcome potential through concentrated follow-on investing.
  • →Every company must actively adopt AI across the organization - not just isolated departmental experiments - or risk becoming obsolete, with demo days and weekly knowledge-sharing sessions critical to scaling adoption.
  • →Hyper-local regional rollout models (city-by-city expansion) often fail at scale because local market nuances require separate management expertise in each geography, making unit economics hard to standardize.
  • →Deal structures in growth equity include founder liquidity components (part secondary sales alongside primary capital), super pro-rata rights, tender offers, and M&A-triggered follow-on checks to double and triple down on winners.
  • →The private market still trades at substantial premiums to public SaaS comparables (3x revenue vs. lower cash-flow multiples), and founders expecting 2x markups from prior rounds are misaligned with current market reality.

Guests

Jim Verri

Topics in this episode

Claude OpusAI adoptionProduct-market fitVolition CapitalGrowth equityKinetics (ad-tech exit)Founder LiquidityPro-Rata RightsTender OffersHyper-Local Rollout Models

Questions this episode answers

What is the difference between growth equity and venture capital investing?

Growth equity targets later-stage companies ($5M+ revenue) with proven product-market fit and lower risk, taking minority stakes with lower loss rates, while VC makes many bets with high failure rates. Growth equity also aligns better with founders by avoiding binary outcomes and often including founder liquidity, versus VC's model of many bets where a few carry the fund.

What should founders do if they're not adopting AI in their company?

Verri argues they will become legacy businesses that get overwritten - AI adoption is now table stakes for survival, not differentiation. Companies should conduct weekly demo hours or AI labs where employees share experiments, not keep AI adoption siloed to 20% of staff.

How does Volition structure ownership and follow-on capital in growth equity deals?

Volition typically takes 10-40% minority stakes (median ~20%) and reserves capital for follow-ons through super pro-rata rights (allowing them to fund up to 40% of the next round if they own 20%), tender offers to buy shares from employees, and M&A-driven capital needs. Deals often include founder liquidity alongside primary capital for the business.

What deal patterns has Volition learned to avoid?

Hyper-local rollout models where companies expand city-by-city often fail because each market has unique nuances requiring local management expertise; this creates a few good markets, many middling ones, and a few failures, making it hard to justify the unit economics work company-wide.

Why is there still a valuation gap between public and private markets?

Private markets historically lag public market corrections by 6-9 months, so the correction hasn't fully hit yet. Many SaaS companies trade at 3x revenue publicly on cash-flow multiples, while most private growth companies at 10-30M revenue have minimal cash flow, leaving a significant valuation delta.

What our scoring noted

Our reviewer’s read on each dimension, with quotes from the episode.

Insight Density

12 / 20

The episode delivers a genuine handful of non-obvious claims - the 80/20 AI-adoption silos, the 'time on their side' investment heuristic, the native-AI definition, and the conservative-projection-during-process tactic - but these are interspersed with a lot of throat-clearing, basic growth-equity 101 explanations, and generic AI commentary that any operator already knows.

I think there is almost an 8020 rule where uh, like 20% of employees are kind of driving 80% of the AI adoption at a given company, but they tend to be siloed
Missing your projections mid process is like a death sentence

Originality

9 / 20

The native-AI litmus test ('if the LLMs went away, does your business still operate?') and the hyper-local-rollout failure pattern are genuinely fresh framings, but the episode also leans heavily on the ubiquitous 'every company needs to be an AI company' trope and recycles the Warren Buffett diversification line without adding new perspective.

if the LLMs, the Frontier models, went away, does your business still operate if the ant is your business? Okay, if the answer is yes and you're using AI, you're probably AI adjacent, you're not AI native
I've yet to see a business that across the entire organization is truly native AI

Guest Caliber

13 / 20

Jim Verri is a genuine GP at a real $1.8B growth-equity fund, can name actual portfolio outcomes (Kinetics), and speaks from real board-room experience rather than theory; he is a credible practitioner but not a marquee name and the transcript reveals no truly singular insight only he could provide.

when we exited, they wound up having, I don't know, maybe 30 or 40% of the Comscore largest 100 publishers using, uh, the Kinetics product
we have 15 or so analysts that are talking to 20 plus entrepreneurs each week

Specificity & Evidence

13 / 20

The episode is meaningfully grounded in real numbers - specific ownership ranges, named companies, concrete multiples, headcount metrics, and deal timelines - though the guest occasionally retreats to vague ranges ('mid single digit ARR multiples') when pressed for cleaner data.

we saw a business that went zero to, I don't know, 17 or 20 million run rate in nine months. Uh, that was funded at like 1.3 billion or something like that
if you miss your projections by 15% someone's probably going to retrade on you

Conversational Craft

9 / 20

The host asks some structurally sensible questions (deal blow-ups, contrarian bets, who pulls the trump card) but consistently fails to follow through when the guest deflects - accepting vague answers on multiples and AI adoption without probing - and frequently pivots to talking about his own client experiences rather than extracting more from the guest.

I wasn't giving me the juice I was looking for there, but I'll take it
And what makes a company ready for growth equity?

Conversation analysis

Computed from the transcript - who did the talking, and the words that came up most.

Share of words spoken

  • Speaker A76%
  • Speaker B24%

Most-used words

market36growth25capital25investment22equity21million16founders16product15fund14tend13couple13deals13feel13native13founder12back12

Episode notes

In this episode of $100M Exits, Jason sits down with Jim Ferry of Volition Capital to unpack what’s really happening inside growth equity, AI-driven dealmaking, and today’s frozen liquidity market. Managing over $1.8B in growth equity, Jim explains how the market has shifted from easy capital and inflated SaaS multiples to a brutal divide between the “haves and have-nots.” He breaks down why investment committees are stalling deals, why founders are being forced to rethink exits, and how AI is rapidly becoming the deciding factor between survival and irrelevance. The conversation dives deep into what growth equity firms actually look for, how deal structures work behind the scenes, and why many founders misunderstand the moment they’re truly ready to scale. Jim also shares lessons from contrarian bets in ad tech, failed hyper-local rollouts, and the hidden dynamics that kill M&A deals in the final hour.

Full transcript

47 min

Transcribed and scored by The B2B Podcast Index.

Speaker A: No investor wants to have loss rates, but it is just the nature of the beast of this industry. High risk, high reward. Missing your projections mid process is like a death sentence.

Speaker B: What is growth equity really means?

Speaker A: Growth equity I think sits between kind of early stage venture financing and later stage buyout.

Speaker B: What makes a company ready for growth equity?

Speaker A: When is a founder ready to take on growth equity? I think it's when you're feeling like,

Speaker B: hey everyone, welcome back to $100 million exits today. I'm excited to have Jim Verri on the call with us, general partner at ah, Volition capital, uh, managing one point, actually 1.8 billion under management in the growth equity category. Jim, welcome to the show.

Speaker A: Thank you for having me Jason.

Speaker B: So I just want to go straight into it for our audience. I uh, don't think our audience truly understands what growth equity really means. And can you explain to the audience what is growth equity and what makes a company ready for growth equity?

Speaker A: Yeah, growth equity I think sits between kind of early stage venture financing and later stage buyouts. So we tend to invest in businesses that have found product market fit. Call it 5 million plus run rate, uh, scaling well for volition, uh, we tend to work with businesses that haven't raised a ton of outside capital. Many of the companies are bootstrapped to raise less than kind of 10 to 15 million of institutional capital. Um, I think what's different about VC is VC tends to make a lot of bets in a given fund. They know that they're going to lose capital on a lot of them. Um, and hopefully they have a couple investments that carry the fund. Um, for us in growth equity, because you're investing in businesses that have found product market fit, you have much um, lower loss rates. Uh, so these are kind of real businesses that even if things don't go to plan, they tend to have some equity value to them. And uh, you know you're not taking huge binary uh, bets. Um, but the interesting thing is I still think that you can have really big outcomes. Um, and we've seen that uh, within our portfolio. Um, so to me it's a really good risk reward asset class from an investor perspective. And I think it aligns us well with founders as well because we know that a lot of the founders net worth is tied up in the business that they have and we're not kind of pushing them to hey, raise a bunch of capital and have, you know, try to burn through it as fast as possible and uh, you know you're going to have a binary outcome and we don't really care if it goes to zero because we have another, you know, 20 portfolio companies. Like, I don't think that's like a great alignment, um, on strategy. So that's why I, like, from my perspective, I'm, um, biased. I think it's a, you know, a good model and a really good asset class. And um, to your point, uh, to your other question of when is a founder ready, um, to take on growth equity? I think it's when you're feeling like, hey, we have found a, um, product market fit. And I'm either uh, m. Many times is ready to kind of scale the sales and marketing organization, so investing heavily in that to go after a greenfield market opportunity, um, or sometimes it's to execute on a product expansion that will increase the total addressable market opportunity opportunity. Um, and sometimes, uh, founders have built a really good business and they've gotten to a certain scale and they want to take some chips off the table. So we do, um, you know, a large portion of our deals have some level of shareholder liquidity in them. Part of that I think, is it frees founders up a little bit to say, all right, I've gotten enough capital where I can buy a house, I can probably put my kids through college now I can kind of go for it. And they're a little, uh, you know, risk averse, uh, in that sense, just by getting a little bit of capital, um, into their pockets. But we just don't want our capital to be the liquidity event. It's kind of a, hey, here's a little bit to hold you over in the meantime.

Speaker B: So that's what I want to talk about because I think there's some opaqueness for the market on understanding like, well, how do these deals actually get structured? Like, is it buying a majority? Is it buying a minority? What percentage is often allocated for, you know, secondary, uh, liquidity versus as primary capital? So it'd be great to kind of share how, you know, maybe how you see the market doing it and maybe how volition does it a little bit differently or aligns with the market.

Speaker A: Yeah, for the most part, I'd say growth equity tends to be minority stakes in businesses. Um, there are some funds that have an ownership target of 20 or 25% or something like that. To us, I'd say, uh, our ownership tends to range in the 10 to 40% range. To me, that's really just an output of a math equation of valuation and check size. However, I think the median is probably closer to that 20%. Um, just that that tends to be kind of market. Um, but I think growth equity relative to VC is a lot more open to some level of shareholder liquidity. Uh, part of it is that, um, we wanted to volition especially we want to take a concentrated approach to the fund. So our general philosophy has been if you have conviction that to invest at 15 million, you should have conviction at 25 million or 30 million or whatever it may be. Um, we're definitely more open to giving shareholder liquidity if the company has more scale, um, or some level of profitability or break even where they've kind of proven the model, especially if they're profitable. Because in theory, if they own a large portion of the business, they could just take dividends on the. On the business over the next few years. So, um, by getting some capital in their pocket enables them to, like I said, go for it a little bit more. Um, but that's not to say we've done a couple of majority deals where we're kind of in that 51 to 60% range. But I think we always want to be aligned, that we're not making a lot of money unless the founders are making a lot of money. And it goes back to alignment, uh, of both parties.

Speaker B: And when these deals start to, uh, come together, like, typically with venture capital, there's like an initial investment and there's like, follow on rounds that, uh, most funds reserve, you know, maybe 50, 60, 70% of the capital for those follow investments is volition set up in a similar way has, has growth equity, like, kind of like one check, or are they. You planning to kind of acquire more as you go through, uh, the relationship and the business expanse?

Speaker A: Definitely the latter. We, uh, I think it as a fund, our strategy is to make sure you double and triple down in your winners. And that gets back to. We want to have a concentrated approach to the fund where, um, you know, a large portion of the capital is in the best companies. Like, those are always the best funds. You know, I think, uh, you know what Warren Buffett has said that diversity diversification, uh, kills returns, and I tend to agree with that. Um, so there's different ways to do that. Uh, for instance, if we're writing a $15 million check, that's on the low end for us in this fund. But in that, like, we want to feel like there's an opportunity to get more capital over time, and that can be through additional financings that maybe we preempt instead of them going to market. Or maybe we have a super pro rata. Right. Which means instead of if we own 20% of the business, maybe we can put in um, you know, up to 40% of the next round to get our check size up. Sometimes it's M and A where they may not need the capital now, but they wind up looking at a tuck in acquisition of, need more capital. Um, I think what's becoming more common is doing a uh, tender offer which uh, is a way where you can basically just go to all the shareholders and say, hey, we're willing to buy at this price per share. Who wants to sign up and sell a portion of their proceeds. We've done it in the past to get more capital into some of the winners. And uh, we found that once you kind of put some capital in front of a lot of employees, uh, on the cap table that maybe haven't had a big liquidity event, it could be life changing for them to get, you know, even a few hundred thousand dollars, pay off their mortgage and so forth. So tends to be kind of a win, win situation.

Speaker B: It's good to get to uh, this idea of the structure. But now let's talk about like a, a, a bet that you've made. You have technically investments, but again there are, you know, it's less, it's more of an investment I guess than vc. VC is more bets in terms of language. But uh, when it comes to like a contrarian bet that you've made or contrarian investment that you made where maybe the investment maybe wasn't obvious to the investment committee or the outside that you were the most proud of, that you kind of brought in and got done. And what was the outcome of that?

Speaker A: Yeah, it was probably um, a sector that I think has widely been dismissed and it kind of goes through ebbs and flows. But it's the advertising technology sector. And there was a time when I remember talking to a bunch of ad tech companies and a few of them had really strong financial profiles, potentially better than like most of the companies we had seen that year. And we have a growth equity sourcing model. We have 15 or so analysts that are talking to 20 plus entrepreneurs each week. So you can kind of do the math. We talk to a lot of companies on an annual basis and I talked to a couple that had growing over 100%, very profitable. But the general consensus internally was uh, it's ad tech. We don't, you know, that we don't like that sector. And my question was why? And a lot of people couldn't uh, articulate why there's a hatred for this uh, or negative connotation for this sector. So I spent a lot of time talking to public research analysts, anyone who seems smart that was writing articles in this space, talking to as many ad tech companies as I could. And we kind of created a playbook of here's what we think an interesting ad tech company could look like. And that led us for an investment in a business called Kinetics. Um, this was a business that was riding the wave of digital video adoption for uh, open web publishers, uh, back in the day. And uh, you know, when we exited, they wound up having, I don't know, maybe 30 or 40% of the Comscore largest 100 publishers using, uh, the Kinetics product, which was a video player that you could show your own video, but it would also make video for you based on contextually relevant content in the article. So for instance, if you had an article about Elon Musk, it might create a video slideshow or something on Elon Musk. Um, and it can serve an ad in the mid roll. There, um, grew really well. Just phenomenal execution from the team. Very profitable business. It was acquired by a PE fund for um, one of our biggest uh, uh, exits, um, from a multiple perspective. Um, so just a really good story of like a sector that I think a lot of people dismiss. So as we're talking to the founders, we were really the only firm that they were talking to because most of the other firms were had that mindset of ad tech is not interesting where my thesis was always all right, well 50% of the ad spend is happening in the walled gardens of Google, Facebook, et cetera. The other 50% is outside of that. Someone has to be the winner there. And uh, this one wound up being uh, uh, a really good asset and a good winner. Great execution from the team in a

Speaker B: situation like that when you're doing those deals. So going back the deal structure, like was that a situation where you came in and kept doubling down with her? Were there additional opportunities to get a bigger bite of the apple? Was it, you know, kind of like the first round? Like. So tell us about the kind of the deal architecture you had over time and how that materialized.

Speaker A: Yeah, so this was an interesting one. We were the first and last capital in the business because they continue to grow so well and they were very profitable. Uh, the investment was uh, you know, part primary, uh, capital for the balance sheet. So they had a cash cushion and part of it was for uh, the team to take some chips off the table in the form of liquidity up front. Um, but unfortunately this is one where there wasn't any opportunity to get more capital in over time, um, which is a little bit rare, but we've had a decent amount of portfolio companies where our initial check is the uh, first and last that they ever need and it kind of takes them to exit.

Speaker B: That's great to hear. And just walk us through what it looks like. When a bet doesn't go well, you're effectively supposed to not lose money in these deals. It's not venture where you're going to lose, you know, 80% of your portfolio or whatever it might be. What's kind of a deal that you did, you thought you did all the homework, you prepared for everything, but maybe it didn't materialize as, as planned.

Speaker A: What I'd say is like, obviously no investor wants to have loss rates, but it is just the nature of the beast of this industry. Uh, in a way, you know, if you're not, if you don't have a loss here and there, maybe as a fund you're not taking enough risk on the upside. High risk, high reward. Uh, obviously that is a fine line. And I'm not saying we ever want to lose capital. Uh, but, uh, sometimes that is, uh, you know, if you look at any fund, like all of them have all had, you know, one that doesn't work out, um, and uh, I may refrain from, from talking about the, the individual company, but I'll, I'll talk about like some lessons learned on some that maybe didn't go the, the way that, uh, that we thought. Um, and maybe something that I avoid today as an investor. Um, you know, we had two companies, I'd say, that were more around hyper local regional rollouts. And what I mean by that is they um, think like, uh, uh, you know, they, they go into a city and they launch in a city. They kind of, uh, grow that city and then they go to the next city. And what we found there is especially where we play these businesses, if they are, um, I don't know, 5 to 10 million of revenue, they might just be in a locality that's close enough from a geographic perspective where the management team can help manage those. And what we found is as they continue to expand from Southern California to Texas and Chicago and Miami. Now every one of these cities has a hyper local nuance that you might not understand unless you live there. So you got to hire a team that understands all these idiosyncrasies and management isn't there to kind of walk them through, hey, here's the playbook that we have seen work um, so punchline is I feel like what happens in a lot of these hyper local rollouts is you tend to have a few markets that are really good, a bunch that are kind of middling and a few that kind of aren't working. And it's hard to push everything up into that bucket of hey, all these unit economics work really well. So those are kind of a couple, uh, like that model I tend to avoid because of that today. And these are ones that didn't play out the way that we initially hoped.

Speaker B: And so that's kind of an example like the pattern recognition you saw. This one playbook looked good originally but you know, didn't really materialize as planned despite maybe there might be examples of market where it could have worked, but in uh, that particular case did not. So I want to, I want to kind of talk about the market today. And we've seen a massive shift in the entire market since 2020 and 2021, the peak of the market and then complete collapse. But now we've seen the market come back, but kind of a concentrated market. Uh, in terms of this focus of AI, what's kind of the conversations you're having at the boardroom level with the companies you've backed uh, over the last couple of years? Like how are you kind of coaching these founders through these moments? What's kind of happening in uh, kind of behind the closed doors?

Speaker A: Yeah, I mean I think every company is or needs to be an AI business or you're going to fall behind. And I think there's a spectrum of adoption on that, uh, with every company within our own portfolio. Actually we just had our um, annual Volition Leadership summit where we get all the portfolio companies together in a room for a couple of days. We did it at Fenway park here. It was a great kind of Boston venue. And the theme obviously was AI. We had a lot of great guest speakers and panels, but I think the best sessions in that were when we just did 20 minute quick hit demos of what portfolio companies are doing internally to adopt AI, um, within their operations. And that can be kind of front facing to the end consumer on the product side or back office related. That was invaluable because I think what we're seeing a lot is there is almost an 8020 rule where uh, like 20% of employees are kind of driving 80% of the AI adoption at a given company, but they tend to be siloed. I think you have a lot of people that are tinkering and experimenting and making their day to day a Little efficient, but they're not architecting this at the corporate level to drive change for the entire organization. I think that's what a lot of people are missing these days. And that's where a lot of what our leadership summit was focused on was hey, how do you get everybody on board with this and try to standardize a lot of the skill files and agents that everyone can work, uh, work with across the organization to make sure everything's talking together. So that's I think where we, where a lot of the conversation is at the board level.

Speaker B: So let's talk about that because like I do that with companies all the time. Right now we have a, ah, literally just cut off a call with a client today where we've been pushing them to do what we call like an AI day. You know, it's like it just, it's a, it's a hackathon towards a certain destination and everyone has to show their homework, like show what they did, show what they built and they're like, kind of plan like you know, see who your performers are. Um, and you know, who's stepping up, who's, who's 2xing, who's 5xing, who's 10xing, and who's staying the same? And what do you do about that now that you have that data? Like what are some examples of uh, what you've seen kind of work well for these companies to kind of adopt AI when they maybe weren't AI company from the start.

Speaker A: I'll start with what's working at Volition because we're in the same boat. We're trying to adopt AI for all of our day to day processes and workflows and to make everyone's life easier. And what we've done is every Monday we have volition, uh, AI labs is what we call it 4 uh to 5pm and using AI, we've created a website where you can sign up to demo something. And this could be something that is highly practical for everybody in the organization. It could be something that you just thought was cool or a new tool that you found or even a tool that someone told you about on a call that may not even be relevant for our day to day, but just something that should be on our mind as we think about our portfolio. Companies could use it. Um, and that's been a good way to knowledge transfer to the entire organization. So everybody shows up with their laptop and we're doing stuff in real time. So a couple weeks ago, uh, we have a bunch of sandbox laptops that we build, uh, openclaw, um, on just because, uh, it's in beta and we don't want it to touch all of our data. And we have a lot of sensitive information, maybe PII from companies that sends us data. But having the sandbox laptops just to play around with is great. Um, you know, I think compliance holds us back and a lot of, uh, people in the financial sector. Uh, but we're. So that's kind of our workaround for that. Um, but at the same time, it's just been great for knowledge transfer. So I've actually pushed a lot of our portfolio companies to do this is to once a week have a demo day. It's kind of what you talked about, demo day. But it's a demo hour, so it's more quick hit, bite size stuff. Uh, every single week, record it for those who can't make it and make sure that you're sending it out to everybody. Um, but I do think that you just need to be intellectually curious and tinker with it, with AI to understand the capabilities. And I think there's been a lot of portfolio company management teams that have had like an epiphany since Opus launched, um, whenever that was February, and there's some really cool stuff that people are doing.

Speaker B: I think it was a moment of kind of reality when it works, you know, when Opus came out and you know, 4.6 hit, or there was, maybe it was 4.5.

Speaker A: Yeah.

Speaker B: And like, you see, you see the reality of like, oh, this is as simple as a prompt and getting a meaningful result, maybe not 100%, but getting pretty far there. Um, for any company leader, if I'm not seeing them take action in one way, shape or form, and it's just like, okay, you are, you are the legacy. You will be the, the business that gets overwritten, uh, in history. If you do not tap into this and just tapping into it, it's just now it's table stakes. I feel you are, you know, that it doesn't mean you get a higher valuation. It doesn't mean you get, you know, better. It's just like, you just survive and like, yeah, play that. You get to play, uh, you get to roll the dice again and, you know, play the game. Um, you know, I feel like that's such a key piece of today's economy, but I want to kind of shift gears. It's when we were talking offline about, uh, liquidity in this market, uh, something that is rare and everyone's desperate for as we're kind of seeing the uh, IPOs, uh, happening and SpaceX getting ready to go and multiple others kind of gearing up for IPOs and hopefully driving a lot of liquidity to the market. You know what's happening in the private markets. What are you seeing kind of at your stage of this kind of growth? Uh, stage that would ideally be the next stage to either M and A or potentially ipo. What are you seeing in the market from your perspective real quick? If you're a founder doing over 5 million in revenue and want to know what the best $100 million plus founders are doing to fuel their growth, then make sure to subscribe to our $100,000,000 exits newsletter. Get the playbooks that are proven on how to fund, grow and sell your business. I'll even give you a curated list of investors that want to invest in your business. It's totally free. All you have to do is click that link down below. Subscribe. Do it now. I promise it's worth it. You won't regret it. You got nothing to lose. Go ahead, subscribe now. Back to the show.

Speaker A: It's kind of the haves and the have nots right now. I say, and there is still a large delta and public market valuations and private market valuations. Um, I'd say the private market historically tends to lag corrections in the public market by six to nine months. Um, if you look at a lot of the sell off cycles and so I don't think it's hit private market yet. It's amazing that you know, you can look at SaaS multiples for a given subsector that are trading at three times revenue and ultimately it's really a cash flow multiple that they might be trading on. None of the businesses that we're looking at at 10 to 30 million probably have cash flow, uh, or a meaningful amount to be valued off of that. So it is tricky. Um, and I think that a lot of them are still saying, well my last round was our seed round was done at this multiple or this price. So we're expecting a 2x write up from there. And that's just not based in reality for a lot of startups that had inflated early valuations. So they're now in this zone where those deals are just not getting done because there's a spread on the bid and ask. Um, now when it comes to liquidity I'm um, finding that once again it's more the have than the have nots where you need to be very durable in an AI world in order to get through Some of these large P fund investment committees. And we've taken a couple of companies to market, uh, right before the SaaS apocalypse. So truly could not have gone to market at a worse time. Uh, but we had already launched and we kind of kept the process going. And these were really good assets where if we went to sell nine months ago, they probably would have had eight to ten bids, uh, from potential buyers. And both of them kind of got one bid that just wasn't interesting. And I think the feedback, both of them are represented by an investment bank. And the feedback on that was there are a lot of PE funds that are trying to get their house in order right now because they bought software companies at 10 to 15 times ARR or something. And now those, if they were to take these public, they might trade at, you know, mid single digit ARR multiples. So they're working through that. Some of them are multi asset class and now they're overexposed in technology. So partners are trying to do deals, but investment committees are closed, which is something that we see in a lot of these correction cycles. So both those businesses are great.

Speaker B: I want to unpack that a little more. What does that mean? Like investment committees are closed and give a little bit of context to uh, the audience that may not be familiar like Howard. Investment committees.

Speaker A: Yeah. So a typical private equity fund, they all have their different flavors, but I'd say there tends to be a quote unquote lead partner on a deal that is putting their neck in the line and saying, I want to do this deal and they're going to a broader investment committee of the other partners. A lot of them are set up in different ways. Sometimes it's a unanimous. Everyone needs to raise their hand to say it's unanimous vote to do the investment. Sometimes it's majority, sometimes you know, it's, you can do it, but one person, if one person says no, they can block it. So there's a different structure everywhere, but I'd say pretty much every PE fund has a, uh, some type of investment committee where they're reporting all the data and market findings. And as I mentioned, we've seen this in other market corrections where the partner that's looking at the company wants to make the investment but gets shot down by the broader team and investment committee. It's funny, it's an odd dynamic because, uh, ultimately you have to do deals and these are large fee funds that have huge pools of committed capital and they need to deploy that over a certain period of time. So it feels like this is One of these things that is point in time I'd say. And if you fast forward as the dust settles a little bit on AI and people figure out their conviction or thesis in this space, I think that there is probably going to be a flurry of activity in the market of all these funds that were sitting on the sidelines for a while that need to just deploy the committed capital from their LPs.

Speaker B: Yeah, I've been curious about that because there's just so much I would say the point you brought about the bid and ask spread what the sellers are expecting and what buyers are willing to pay. Something we're seeing in multiple different markets where it's like founder wants out or investors want out but it's such a depressing number to take and, or they raised venture before they have a pref stack and clearing that pref stack now becomes nearly impossible and or meaningless. You know, once they do clear it. What kind of conversations are you experiencing or having that you know, are addressing this? Like what's maybe anonymized examples you could share?

Speaker A: Yeah, I mean luckily as I mentioned, we tend to many times be the first kind of true institutional investor in the business or maybe there's some, you know, smaller angel or seed funds. So a lot of the businesses that we invest in don't have that enormous prep stack. Um, which is a good thing I think because uh, uh, we don't have a lot of companies that are in that zone of hey, if we exited now, the preference stack is larger than the value of the business of the founder in theory walks away with nothing. I think in those scenarios they usually do a management carve out just to keep them involved and motivated but that's less of an issue. Uh, but I do think that for some folks, they understand their exit, uh, timeline has shifted because they're going to have to grow a few more years relative to multiples to get the outcome that they wanted. And I think there's some founders who are kind of looking themselves in the mirror and saying hey, I know that we wanted to have a 5 10x plus outcome here, but we may be in this 2 to 3x zone now just based on valuations and it's a hard pill to swallow, but it is a lot better than nothing. So I think that there's some founders that are saying hey, we could continue on this path for another three years and we still might be in this band of outcomes. That's okay. Ish. Should we just take the liquidity now? So it's a conversation that is different for every company, sector and board dynamic. But those are the couple of the compost that we're having.

Speaker B: Uh, I think that's tough to have, I guess, from, you know, when you see these, these spreads and like the misalignment of, say, investors need liquidity now and they'll take the loss or they'll take the, maybe not a loss, but maybe not as much as they had wished. Uh, where the founder's like, no, I, I, I have the stamina who kind of pulls the trump card in that situation, in your experience.

Speaker A: Yeah, I mean, for us, we want to be good partners. We try to be founder friendly. And the flip side of that is there's been scenarios where companies are doing well, and I think we might be open to riding it, uh, for another year or two. But the founders have come to come to us and say, hey, I feel like I've created a lot of equity value for all the shareholders and we want to go test the market. And for the most part, if a founder wants to sell, you got to be supportive of that because they're the ones running the business. Um, you know, I'll give you a real scenario that named the company that we have, a company that, uh, has been, you know, probably at the crosshairs of being impacted by AI and they had an acquisition offer that would be, you know, probably, you know, in the 2x zone, return for, uh, uh, volition. And we had a long conversation of, hey, do we, is this something that we want to do or do we want to put our heads down, adjust to the, uh, adjust to the macro market? And we kind of had this product roadmap for something that, um, we're really bullish on in this AI world. But it might be a slightly different product. I'm going to call it a pivot, but more of a transition of the business. And we've had a couple companies do that. Um, there was one in, um, the hiring space that got hit pretty hard by uh, AI because it was mostly focused on engineers. And then they almost scrapped the old product, but kind of used that sequentially to inform their build of a new native AI product that went 0 to 3 million run rate in under four months, which was actually way faster than their other product was growing. So I think great teams can adjust and evolve to the market and just kind of take their existing core infrastructure and product and maybe point it in a different direction in an AI world.

Speaker B: So we're talking a little bit about M and A and what kind of leads to the discussion to run a process and what that buy side might m, you know, the bit and S might look like. But when it comes to the actual process and the company saying, now's the time, let's sell, what's kind of the, you know, experiences you've had that founders might not be aware of, of, uh, what actually happens behind the closed doors in these negotiations on the M and A front?

Speaker A: You know, I think something that founders think about is, okay, when I sell this business, I, I get to go move on and do my next thing. But typically they, they gotta sign up for a couple years in a transition period at least, um, to ensure a smooth transition. Um, sometimes though, uh, and we've seen this, and I think it's good for PE firms to be upfront about this in the process that they might want to put their own team in place and they feel like they have an entrepreneur in residence or someone on the bench that they've worked with in the past that they want to put into the business. So I think just having that honest conversation up front of what the expectations for the founder are is important. Um, from a negotiation standpoint, uh, what I tell a lot of founders is I think if we work with an investment bank, and this isn't to talk bad about investment banks, I think that they've done, uh, a great. We've worked with banks that have done an amazing job of getting us above the valuation that we expected. But sometimes there comes a scenario where maybe an investment bank is just trying to get the deal done so they get their fee in the final hour and we're willing to negotiate a little bit harder than them. So we need to make sure that we're aligned there. Uh, that's something that I think is very, very common, and I don't blame the bankers for it. For what it's worth, if they feel like they got a fair price for the asset, they want to make sure that the deal gets closed. But yeah, I think that, like, sometimes founders are shocked at the diligence process of, like, a large PE fund and how in depth that is because they're writing a massive check in some instances, and they're going to know your business better than you do, potentially. And that can be mentally draining.

Speaker B: What causes these deals to blow up in the final hour? Or maybe not the final hour, but in the process, what have you kind of seen, uh, be kind of the common pitfalls that lead to a deal going bad?

Speaker A: Missing your projections mid process is like a death sentence, I'd say. It's funny because if you miss your projections by 15% someone's probably going to retrade on you and try to change the deal or walk. But I always think it's funny if you beat your projections by 15% no one's going to retrade on the up. So, so I tend to guide uh, our teams to be more conservative on the financial projections than they might usually be uh, in a process and you kind of want to exceed them. That's going to give people more uh, more conviction and um, so that's one, two would be if there's a big market correction which I think just happened. I think that there were a lot of, I've talked to a lot of banks and they had um, you know a bunch of companies that might have been under signed term sheet and all of a sudden the SaaS apocalypse sell off happens and there are a lot of deals that didn't get done or were recreated in the final hour there. Um, but it's funny like I think that there are some strategics or PE funds that may have a reputation as re as like retrading in the final hour without you know a lot of uh, or any like yellow or red flags around missing plan or uh, you know market corrections. So that's a tough reputation to have and people tend to know that um, the word gets around. It is someone who has retraded on other deals. We want to make sure that we're kind of locked down of hey, make sure that we're aligned on this deal. If you retrade we're going to walk.

Speaker B: Do they listen, do they still retrain at the end of the day?

Speaker A: Um, I think if you call them out on it people tend to be a little more transparent.

Speaker B: That's fair. They just come out with the original offer they were intending to retrade to at some point. Yeah, um, and for fun here we've kind of mentioned some multiples but I think a ah, great visibility of what you're seeing if you can kind of just share what markets you particularly focus on and what's the typical multiples that you're seeing companies get priced at right now.

Speaker A: So I tend to focus on a lot of high volume transactional Internet type businesses. So think looking at a lot of stuff in the payments world, supply chain, logistics marketplaces, whether B2B or B2C advertising technology, um etc. And uh, I know it's like a boring answer but there is no standard multiple these days. And I'll give you an example where if you're A native AI business that is in hyper growth mode, you can get wacky multiples. We saw a business that went zero to, I don't know, 17 or 20 million run rate in nine months. Uh, that was funded at like 1.3 billion or something like that. Um, and so you can do the math there on that multiple, that is outrageous. But someone's banking on, hey, they're going to continue on this trajectory for the next nine months and then they're buying down that multiple. So it doesn't look so crazy down the line. Now the risk of that is you could be six months in and if that growth rate drops off a cliff, you're, you're thinking, oh my gosh, we are so far out of the money on this one. Um, so you got to have a lot of conviction. Um, and then we've seen uh, you know, uh, traditional SAS company get valued more like public comps, think kind of mid to uh, mid M, single digit ARR multiples. Um, if you're thinking the ad tech space, I think that a lot of deals are getting done at 10 times EBITDA right now. So, um, um, it's a wide range depending on the subsector and as I mentioned, it's the have and the have nots, where if you're kind of chugging along, um, you might be unprofitable, you haven't integrated AI in any meaningful way, you're not going to get a, the 10x ARR multiple that, that you were probably a year and a half ago. So it's a wide range, but uh, it's subsector dependent, I'd say wasn't giving

Speaker B: me the juice I was looking for there, but I'll take it. Um, and so if a company's out there right now, they're doing, call it the 5 to 15, 20 million in revenue, maybe raise a little bit of money to get off the ground. What's the questions they should be asking themselves as they explore the next transaction?

Speaker A: I think they should be asking themselves, are we truly a native AI business? Because that's going to become the standard. And I think there's been a lot of argument around the definition of quote unquote, native AI. One of the better definitions, uh, I've heard is if the LLMs, the Frontier models, went away, does your business still operate if the ant is your business? Okay, if the answer is yes and you're using AI, you're probably AI adjacent, you're not AI native. And I think the more you can become AI native, it's probably a signal around uh, the growth rate that you can scale um, almost infinitely without adding a ton of headcount. And that means that you can probably get to the cash flow numbers that a lot of the public comps are trading at these days. Um, so I'd be asking yourself that and looking at what your competitors and peers are doing with AI and if you don't feel like you're behind, you're doing something wrong because no one's ahead.

Speaker B: When you say no one's ahead, I guess add some color there. Like what, what's kind of the insights that you have there in terms of what that means.

Speaker A: I've yet to see a business that across the entire organization is truly native AI. I think that there are pockets of the organization. For instance, engineering is the easiest one where I think they've been the fastest to adopt and tools have been readily available, uh, for them to kind of go full native AI when it comes to coding and creating new product and shipping at velocities that were otherwise impossible before using AI. Um, I think customer service and support is probably the next operational uh, bucket where we're starting to see some efficiency gains. But I feel like there's still a lot to be done across the rest of the organization where finance is dipping their toes in the water. The sales team has some, you know, uh, automated skills around emailing, but are they truly native AI in terms of their go to market in the way that they're finding prospects and sending, outreach, etc. Probably not. Um, so that's what I mean is like things are moving so fast that it's hard to even implement everything into your organization to become truly native AI. If you take a day off of Twitter, you're behind. So uh, I think everyone should feel that way and just try to stay up on it as fast as much as I can.

Speaker B: Fair enough. And when it comes to like you know, these companies that have to make the decision because there's AI efficiencies, so optimizations in the back end, ideally to perform um, EBITDA margins or gross profit or um, the profitability of the business by reducing costs while ideally not reducing performance. But what about kind of like AI product kind of leading uh, the company towards an AI solution to kind of keep up or is that maybe less important in the market today?

Speaker A: No, I think it is important and it's sector dependent. Um, so like uh, some a marketplace investment. Tech was never really like the differentiator. There was the ability to balance supply and demand and create a viral effect for continued growth. So they're probably uh, have less risk for this AI disruption. Granted they're adopting AI uh, more so on the back end and kind of implementing cool little tools on the front end. But if you're, I um, don't know, some type of workflow automation software, you're at risk of being displaced by AI. So you should get out and out of that and think about how can I, how can we disrupt our own business? And there's a little bit of the innovator's dilemma. You might need to blow up what you've built to create something that is native AI and more of an agentic um, or headless software product that you have before. Because I think that's where we're seeing a lot of these true native AI products is you can access them a lot of different ways. It can be in a traditional kind of point and click software way. It can be in the platform. They'll have some type of agentic agent where you can ask stuff or make edits on the, on the reporting or you can just talk through an integration or MCP into Slack and that's kind of how you're accessing it and it's really just becomes a system of record. So I think that's what I would consider native AI is when you can have somewhat of a headless solution from uh, a software perspective. And yeah, it doesn't need to be uh, you know, traditional point and click.

Speaker B: Fair enough. Jim, I want to ask a couple questions here and I want to get your take your kind of hot take on a couple of these. You know first, what's the fastest way you can tell a company has a real note or a real edge versus just hype?

Speaker A: Um, I would say if they have something that the question that we ask ourselves is time on the, on their this company side or is it going to hurt them? And there are a lot of different ways for that. It could be first party data mode, distribution mode, could be um, non public APIs that they have into something. So I'm looking for something that is unique to this company that other companies don't have.

Speaker B: And what do most founders get wrong when they take growth capital?

Speaker A: Um, I would say you need to align with the way that your investor thinks are our investments. Whole uh, periods tend to last longer than the average marriage in the United States. So you need to like the person that you're working with and make sure that you're aligned on how you're thinking about the outcomes of the business. Um, you know As I talk about, we're more growth equity focused, thinking 1x5x plus if you want, you know, more of an INDRESEN type uh, VC and raise 100 million and burn, you know, 20 million a year trying to go for it. We're not the right investor, but like Andreessen's a great model that's worked for them. They've been great investors. So make sure that you're aligned on the investor that, that you're working with.

Speaker B: I think when should a founder sell,

Speaker A: you need to feel like you've created enough equity value, but I think this is a really hard decision because you need to leave enough meat on the bones. The next buyer, uh, where I've seen that go wrong is you maybe start bumping up into TAM limitations and there isn't a ton of additional growth and you probably waited too long. So need to feel like things are going right. Um, historically we've kind of looked at the data. If you're able to scale post a growth equity investment over 40% plus, uh, compounding for like a four year period, you should probably sell because at some point it comes down from there based on our, our data. So, uh, that's kind of a mental number that we have in mind.

Speaker B: And then what's one hard lesson you've learned that's completely changed how you invest?

Speaker A: Especially this day and age? I'd say you can't get too caught up on what the current financials are because it may not be the best predictor for the financials five years down the line, especially now. Uh, and this gets back to the question of is time on this company's side or not as it comes relates to where AI is going. Um, so yeah, I think there's been times in the past when I'm like, oh, this is a great financial profile, it's growing. Well, but if I remove the financial aspect of the business and just say, hey, why is this company interesting five years from now? Maybe it makes you think twice about it.

Speaker B: Amazing. Jim, I really appreciate you coming on the show, sharing your insights and kind of showing what the other side of the equation looks like in uh, kind of the founder world. And uh, what would be the best way for someone that was inspired by the conversation and, or wants to connect with you or learn more about Volition and what's the best way for them to do so?

Speaker A: Yeah, uh, you can go to our website, volitioncapital.com. we have a lot of information there. Uh, if you're a founder that's looking to raise. We'd love to hear from you. My email is jimolitioncapital ah.com uh, pretty simple. And I'm getting more active on Twitter so uh, feel free to follow me. Imferryvc stillconta Twitter. All right, yeah, X whatever you want to call it these days.

Speaker B: Feels like a political statement if you choose.

Speaker A: That is not political, that is die hard.

Speaker B: Yeah, it's very. But uh, thanks for coming to the show. Really appreciate your insights and look forward to sharing this with the rest of the community.

Speaker A: Awesome. Thank you for having me.

Speaker B: Jason, if you were inspired by today's episode, then go ahead watch this next episode. Promise it's worth it. And if you really enjoyed this last episode and you want to connect with the guest I had on today, make sure to leave a comment down below telling me why you would like an intro to this guest and I'll make it happen.

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