Capital One to acquire Brex for $5.15B
reuters.com87 points by personjerry 4 hours ago
87 points by personjerry 4 hours ago
Archive link: https://archive.md/vk8ov, Capitol One statement: https://investor.capitalone.com/news-releases/news-release-d..., Brex statement: https://www.brex.com/journal/brex-and-capital-one-join-force...
Capitalone is going to need something to make up for switching all their debit cards from MasterCard to Discover Feels like they were first in the space but then somehow Ramp ran away from dev with a higher dev pace. Fascinating to see. Sold for $5.15B. Brex last raised $300M in Oct 2021 at a $12.3B valuation. They refused my business because I didn't have SV VC money Chase got it instead, but they are losing it next month because of their shenanigans and greed Wish crypto hadn't been co-opted by the same people and worse I see you getting downvotes, but can you elaborate a little on what happened? What kind of business did you mean? If you don't want to share more here, you can email me. In 2022, Brex shifted away from SMB to refocus their offering. They cut "tens of thousands" of SMB customers who didn't fit their new ICP. They announced this in June 2022 and gave all of those customers 2mo to find a new provider and move their funds. The new qualifications to be a Brex customer at that time were: > Received an equity investment of any amount (accelerator, angel, VC or web3 token); > More than $1 million a year in revenue; > More than 50 employees; > More than $500k in cash; > Tech startups who are on a path to meeting the criteria above, and are referred by an existing customer or partner. Brex got out of the SMB segment in 2022 and required some sort of "professional funding" for clients (e.g. VC money or sizable angel funding). There was a lot of reporting on it at the time: https://techcrunch.com/2022/06/19/what-was-really-behind-bre... Typical HNer, started a startup around some tech. Brex refuses to do business, even though I had positive cash flow, they apparently only have clients with VC funding. (at least at the time, I don't know if they later changed their policy. If you don’t mind me asking, who are you moving to? (in the industry, but not at a startup) Probably over correcting to a local bank lol I'm doing a consolidation / rebrand around the verdverm pseudonym this year That is a 50% discount, which isn't great for those who got into the latest round. Seems like Capital One is very excited on the deal and announced it earlier while Brex hid the announcement and made it hard to find. (It's on the Brex [0] journal directory, but you cannot see it featured on its front page) What (really) happened? Its not great for those who got in later rounds, but I would assume all the investors had at least 1X preferences, so they'll at least get all their money back. I think this is a pretty decent outcome for Brex. I read they received a total of 1.3 billion in funding, so a 5.15 billion exit isn't bad, especially since the bottom dropped out of the market for so many fintechs that were founded and had big raises between 2015 and 2021. I'm curious how the employees faired. Seems like they may bet getting nothing out of the deal if the investors get their money back. Late round investors at least have liquidation preference. It's the worst outcome for employees. This is a weird theory. Brex sent an email to all customers, alongside posting everywhere on social media. You are making your conclusions because they didn't put the announcement on their landing page? Some people, (eg people who aren't already Brex customers), aren't going to get that email, and aren't following Brex's social media presence. They may not even have a social media account of their own, not even a Linkedin. The only way they would hear about is is via their landing page. How much you use social media, and are a Brex customer, is going to influence how big you think that group of people is, but it's for sure, non-zero. It's as easy as some VC bros desperately searching for a bigger fool and finding it. Most likely CapitalOne management consists of friends with the VCs. It's just another case of the principal/agent problem and normalized white-collar fraud in US tech. Brex's CTO recently came on LS to talk about their AI strategy and tech: https://latent.space/p/brex Should they have continued growing for a while before selling or was now the best ever time? I feel like one of their primary investors wanted out. It was probably not the opportune time considering the cost of money right now. Do you think the founders were strong-armed and are pissed at this outcome? Why are people saying this seems like a bad deal? If they really only raised $1.7b, per Crunchbase, then this seems to me like a very good outcome for everyone involved except its late stage investors. And, even for the late stage investors, they're breaking even. I assume if you put in 100 mn at a 12 bn valuation in the last round, you're either getting 100 back at 1x pref or you're screwing over the common even more? Considering the 12bn round was back in 21, I'd expect most of the employee base to be taking a haircut on the value of their options. assume it's the $1.2bn paid back to investors and then some divvying of the remaining amongst investors, founders, and common No. The last two investment tranches will get back their money, based on 1X liquidation preference. Employees who joined in the last 5 years if they got options are fucked. If they have RSUs then they will take a fraction of their equity. It sounds like investors got out okay, but employees got fucked big time. It's a terrible exit and Brex waited too long until their growth stalled. Hopefully those who joined took the all-cash option when that was still available. Ramp valued at $32B is a joke. Hopefully this sets a realistic benchmark for valuation. All Ramp did was spend more on ads and marketing. And CEO is now claiming their "AI Agents" are going to do something meaningful. If Ramp is getting all the business, is there any reason to think they wouldn't command a much higher valuation? Brex killed a ton of their customer relationships to "refocus" on larger biz. That created a lot of negative sentiment for the brand. > All Ramp did was spend more on ads and marketing That's distribution. It matters. Ramp has a much more synonymous name, better recognition, and less bad reputation. Feels like a great outcome for Brex. Mercury and Ramp seem to have been chipping away at their leadership position in recent years, so I wonder how their growth trajectory changed over that period. Does this mean Stripe is worth $1B? Different businesses. Stripe main business is a payment processor. Brex provides credit. From website footer: > Brex is a financial technology company, not a bank. The Brex business account consists of Checking, a commercial checking account provided by Column N.A., Member FDIC, and Treasury and Vault, cash management services provided by Brex Treasury LLC, Member FINRA/SIPC. Stripe is a much bigger business with hands in all sorts of instruments, chiefly payments processing. Do you know how many businesses move money on Stripe rails? It's wild. Stripe has for years helped non-EU companies to do tax fraud in the EU, and in a just world their management would be charged. Every time a customer in the EU pays with Stripe, they exactly know if they are a private customer or not and in which country that customer is located in. Stripe also knows who the counterparty is ("their merchant"). Yet Stripe systematically enabled their merchants to avoid paying appropriate VAT for sales to private customers in the EU. The merchants would send you a "receipt" and then go dark, no proper invoice provided and no appropriate VAT payments to the EU made. Their merchants could write fantasy names on the invoices, Stripe would not check or correct anything. They simply ignored the whole Mini-One-Stop-Shop in terms of VAT. That's the "benefit" of using Stripe, they had very happy merchants who didn't need to pay taxes when selling digital products to EU customers. I had to light a very big fire under their ass for them to provide proper invoices. I have zero indication they systematically remediated the tax fraud situation and actually paid the EU the VAT that Stripe merchants owe if you'd look into Stripe's accounting. Fintech trading poorly. Also Brex didn't successfully make the AI pivot like their competitors at Ramp Fintech exuberance was a symptom of zirp. Brex enabled more credit to folks who couldn't otherwise get credit without a personal guarantee. Zirp and exuberance is over at this point in the credit super cycle. AI doesn't help those fundamentals. Valuations are trending towards fundamentals (based on interest rates, discounted cash flows, etc). Capital One is paying a fair price for the customer base and infra imho to add to their business customer portfolio. Congrats to Brex et el on their incredible journey. The investors all have liquidity preferences so the ones that invested at higher valuations didn't lose any money. But all employees after 2021 are underwater. I wonder if they got any relief from management or if they got screwed. This looks like a bad deal for Brex as they were valued at 12 billion. Capital One got a nice discount. Years ago I took a chance on hiring an engineer fresh out of a software bootcamp. Turned out to be one of the best engineers I have ever worked with - so much tenacity and thirst for learning new things. They went on to join Brex when the company was just starting out. What an awesome exit! Hopefully they had the confidence/insight to negotiate properly. I went through BN$ exit (was employee 19) early in my career and unfortunately, only select people at the top got retirement money. The most frustrating part was the Big Co. execs that came in much later, did literally nothing, and got a massive payday. Lesson learned though... That really sucks. Any advice on how to "negotiate properly" to avoid a situation like this? Just assume startup equity will be worthless (which it almost always is). whatever they value their options at in negotiations, multiply that by 0.1-0.25 to get the real value in the best outcome for a late stage startup (series B-C+) as a common employee Without information about the cap table and liquidation preferences, assume the cash you are getting is the only compensation you will receive. To make it easier, if you are not using your lawyer during negotiations, I would assume the cash portion is the only compensation. Now I'm wondering if I should've accepted an interview with them. For a while Brex was spamming me with recruiter emails like no other company had done before it. Pretty steep haircut from their $12b peak in 2022. And that's before you factor in their revenue that's grown 2.5* from ~$312M in 2022. If their figures are to be believed, Capital one is getting an asset growing 50% YoY, for just 7* revenues. Maybe just pull a Bending Spoons after the acquisition, layoff most of the staff, and bring a lot of ops in-house and they'll be in profit ASAP. If growth rate was really 50% YoY, their investors would not let them sell for $5 billion.
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