Listen to Episode

Read Episode Transcript

Our presenting sponsor for this episode is not a sponsor but another podcast that we love and want to recommend called the founders podcast. We have seen dozens of tweets that say something like my favorite podcast is acquired and founders so we knew there's a natural fit we know the host of founders well David send her hi David. Hey, Ben. Hey, David. Thank you for joining us. Thank you for having me. I like how they group us together and then they say it's like the best curriculum for founders and executives. It really is we use your show for research a lot. I listened to your episode of the story of a few more it up before we did our Sony episodes is incredible primer. You know, he's actually a good example of why people listen to founders into acquired because all of history's greatest entrepreneurs and investors they had deep historical knowledge about the work that came before them. So like the founder of Sony, who did he influence Steve jobs talked about him over and over again if you do the research and I think this is one of the reasons why people love both of our shows and there's such good. Compliments is on acquired we focus on company histories you tell the histories of the individual people you're the people version of acquired and where the company version of founders listeners. The other fun thing to note is David will hit a topic from a bunch of different angles. So I just listened to an episode on Edwin land from a biography that David did David. It was the third fourth time you've done Polaroid. I've read five biographies of Edwin land and I think I've made eight episodes of them because in my opinion, the greatest entrepreneur to ever do it. My favorite entrepreneur personally is Steve Jobs and if you go back and listen to like a 20 year old Steve jobs. He's talking about Edwin lands my hero. So the reason I did that is because I want to find out like I have my heroes who were their heroes and the beauty of this is the people may die but the ideas never do. And so Edwin land had passed away way before the apex of Apple, but Steve was still able to use those ideas and now he's gone and we can use this ideas. And so I think what requires doing what the founder trying to do as well is find the best ideas in history and push them down the generations. Make sure they're not lost history. Love that. Well listeners go check out the founders podcast after this episode you can search for it in any podcast player. Lots of companies that David covers that we have yet to dive into here on acquired so for more indulgence on companies and founders go check it out. It was a classic reload the page problem. Turn it off turn it on hit it a few times. Eventually it works. Who got the truth. Is it you? Is it you? Is it you? Who got the truth now? Is it you? Is it you? Is it you? Sit me down. Say it straight. Another story on the way. We got the truth. Welcome to episode 27 of acquired the show about technology acquisitions and IPOs. I'm Ben Gilbert. I'm David Rosenthal. And we are your hosts. Today's episode is a discussion about M&A at Microsoft with Brian Schultz. Brian is the managing director and head of strategic investments at Microsoft. And Brian actually started at Microsoft in 1999 in Corp. Dev. And then left for a little detour into the startup world in the mid 2000s. He left and co-founded on Tele here in Seattle, which was ultimately acquired by Photo Bucket. And he did that with Dan Shapiro, who's now the co-founder and CEO of GlowForge here in town. Shout out to Dan. After that he came back to Big Tech and to M&A to Microsoft. And has been back in Corp. Dev and now running strategic investments ever since. But remains very active in the Seattle startup scene and has been a friend to us and many others here. So welcome Brian and thanks for joining us. Thanks for having me. Yeah. We are super excited to, you know, we've had Taylor Barada from Adobe On who runs Adobe's Corp. Dev. But super excited to talk to you about kind of the bridging this world between kind of the big technology companies and running Corp. Dev there and strategic investments. But actually having gone and founded a startup yourself. What's your perspective? What kind of brought you back into Microsoft after tasting the startup world? Right. Well, there's I think a whole bunch of different ways to look at it. And I think the one thing that I certainly believe is that it actually has made me a better Corp. Dev person by far having been on the other side, if you will. Talk about empathy. Empathy for you. Thanks to Mike. Having had to raise money and deal with these discussions that happened between strategic investors and acquires. Resign and selling company. All these things. And so just having and as a CFO CEO of a startup having been on the other side, both on the investing and acquiring side. I also think I hope avoided a lot of pitfalls and kept my, you know, cap table clean. I knew a lot of things that I should be doing that I think a lot of folks can get trapped in. And so I think having the diverse set of experiences is a great thing. And I wish more folks in Microsoft and other big companies as well as startups had had that empathy to be able to reach across the aisle. And of course now we're getting to politics and didn't mean to do that. But going back. Is there an election this year? Yeah, I don't know what you're talking about. I don't know. Block completely blocked. And one good example is in a startup, of course, you have trouble getting people to call you back. You want to do partnerships, you want to do fundraising, whatever it is. You're just out there trying to make yourself known and actually do things. Whereas in the big company, you almost have the opposite problem. Where you have too many people you have to deal with. And so thinking specifically about M&A, I acquired a company a few years ago that was about 25 people. And I remember looking at the conference call, you know, set up on my computer, said you have 28 people on the call. And so to do the acquisition of 25 people, I was talking to 20 people. Was that a just an internal micr saw? Just an internal call. And if you think about all the business owners plus their lawyers in and outside of the company. And it's just, it's a big effort. Now, of course, that doesn't quite scale. And so even doing say an acquisition of LinkedIn, you don't necessarily have a much bigger team on the inside. But along with 10,000 people, exactly. Hopefully not. So you're the head of strategic investments to give a little bit of context to our listeners. Can you explain what that looks like organizationally inside of Microsoft and what the process looks like when you're acquiring a company. Like, do you find the company and bring it in or does a business owner find the company and then loop you in to start the actual formal process? How does that look? The corporate development team within Microsoft sits under the CFO. And we manage Microsoft's balance sheet activities. And so if you think about acquisitions, investments, investors, and joint ventures. When we do these partnership activities as it relates to the balance sheet, that's where corporate development gets involved. And the kind of how we find companies or find our targets and have these discussions. It's really it's a mix, although it's typically driven by our business groups in terms of the finding of the companies. And that is because our product teams, they know their markets much better than we do. And certainly at Microsoft, we have such a broad-based business in so many different areas. It would be really difficult for the central team to be all-knowing. You'd have to give them space. Well, yeah, I mean, you guys obviously have these extensive maps of different spaces. And it's constantly evolving and you have new players coming on board. And in any given little micro area, you might have, you know, 10, 15, 100 companies, right? And so if you think about that at the Microsoft Scale, Cross-Alver products, you'd be looking at a really complex diagram. And so it's really impossible for a central team to keep up with all of that. And so we really rely on the business groups to think about what's in their space as they think about their road maps. And most of the M&A, I mean, obviously the headlines go to LinkedIn and the large-size acquisitions we do. But most of our acquisitions tend to be much smaller. And are really driven by those product road maps in terms of where there are holes and what they need to fill and where they're going. And so those are really just square up the center of where the product teams are thinking. Yeah. I'm curious to kind of go back to, you know, the fact that you have kind of actually been a member of the company. And it actually been a founder and a startup and a successful one that raised money and then was acquired. And then did M&A at Microsoft before and then came back to do it again. How did it change your perspective? Like are there particular things that you're more acutely aware of now or that you think about differently than before? Because when you joined before, I think you'd been an investment banking analyst, right? Many folks who come into M&A roles at companies have been, which speaking from experience myself, you know, that's pretty far from actually being a founder of a startup. So how did the perspective change? Yeah, well, you know, when I got to Microsoft, even when I was doing investment banking, I was thinking, you know, it's, you're almost too removed from what's actually happening on the ground in terms of doing something, right? I mean, you're kind of advising and moving things around the chess board, but you're not actually doing anything producing anything. Not building the chess pieces. Exactly. And so, you know, investment banking, that's why I joined Microsoft was I thought, wow, I really want to get into an operating role in a company. And that seemed like a good path to do it. And this was, you know, back in 1999, right at the height of the dot com boom, where everything was kind of going a little crazy. And my thought at the time was, you know, this is going to end somewhat soon, most likely. And I want to go get myself positioned in a place where I could actually, you know, still have a job in a year. And actually, yeah. Yeah. And actually learn something from it. And so that's where that Microsoft job seemed really appealing. And I'd never been to Seattle and hadn't really thought too much about coming here to do that. But it worked out nicely. And, you know, we were super active in those early days. And then, and then I got here and did a lot of fun things and actually helped create an internal start up at the time I was advising the windows and our kind of infrastructure teams, enterprise teams on security storage management and those types of systems. And we started the security business group back then. Is that when that team somewhat became Windows defender? Eventually became defender and a whole bunch of other things. And, and one of the first things we did was acquire, you know, at the time, I inspire, I inspire, I inspire us technologies and roll those in along with some stuff that we built. And so I joined the startup group and realized, hey, I really like this startup thing. But doing it with a Microsoft was was not quite what I had in mind. And, you know, I saw the pros and cons of that and thought it would be really great to go and actually do it for real. And so actually there was a company I co founded before on Tele, which was at the time known as Genesis and then became Plectic's biosystems. And there was a Microsoft co founder that I met and we went out and raised money for that company. And then I left that company after about a year after we got a funded and joined up with Dan and Charles where we founded on Tele. And so, you know, the kind of that pathway and what I realized was kind of taking the business knowledge and the corrupt of knowledge and general finance and business and strategy thinking. And work with some really great technical and product folks was really a nice, a nice combination. And so that was kind of that role that I took on as, you know, kind of founder and then evolving into, you know, CFO COO. I'm curious you're kind of getting into your specific role, which I assume probably takes much of not most of your time these days in the investments side. How does that function in Microsoft and how and Microsoft just relaunched Microsoft Ventures, which is early stage investing kind of more traditional VC type stuff. You do later stage larger checks, right? Yeah. And that's actually probably gone through more of a significant evolution than the core M&A role has in those three epics. So, you know, kind of in that calm time frame, Microsoft was very active as an investor. And in those days, you know, every company was going public, you know, a year after they were founded. And one of the series B round was your IPO. Pretty much. And what was commonly accepted as one requirement of your IPO, it wasn't revenue. But it was actually having a strategic investor. And so, you know, kind of the name brands of your investors lent a lot of strength to your IPO. And without anything else when the number one VC question was, what are you going to do when Microsoft enters your space, right? That's right. And so, you know, Cisco, Microsoft, you know, kind of the big companies at the time were investing a lot in a lot of different startups. And we were also investing. It was a really interesting time in terms of influence on how the world was going to play out. And so we were investing in, you know, under C fiber cables and satellite companies and cable companies and telcos and DSL coming you name it. And so we were really spreading around a lot of money. And that didn't end so well. You know, we, we didn't really give the strategic return. And of course, you know, from a Microsoft perspective, despite having a nice balance sheet, our investors aren't investing in us as an investor. They're investing in us as an operating company who's delivering, you know, revenues and profits to our shareholders. And so, you know, even if you take a billion dollars of her balance sheet and turn it into two billion, three billion, five billion, you know, it doesn't really impact your stock price in the same way as doubling, tripling revenue. And profit. And so we, you know, we weren't so the reason to do it was was really strategic reasons of how are you going to take those investments and turn that into leverage plays on increasing revenue and profit for the company. And that didn't really happen. And so we, we really stopped doing it for the most part throughout the 2000s. And, you know, I think one notable exception was our investment in Facebook back in 2007. And so what we did do is we said, you know, where it's really, really deeply strategic. We'll go out and we'll do an investment. And that's what we did in Facebook's case. But otherwise, we weren't really doing this, you know, kind of, hey, we'll put some money in our balance sheet. We're a partner and why not kind of kind of things. The Facebook investment at the time the world thought you guys were crazy, right? Like, oh, they were not $1 billion valuation, I believe. And that's right. I think the last round had been done at five, five billion. And so we took it up to 15. And yeah, they certainly ridiculed us at the time. Obviously in hindsight that did okay. Turned out pretty well. Yeah. And I remember when I was there that began or this was this was after the investment, but there was a lot of integrations like the companies were very friendly with each other. There was one window's phone was kind of doing a lot of things differently than iOS and Android were doing and kind of like integrating across networks. There was a lot of like kind of proprietary first party type integration with with Facebook in the contacts and providing being back to them for mapping things. And there was there was like a very tight integration there. So I can totally see what you're talking about on the strategic side. Yeah. And then that was exactly that case, right? Where we could really deeply line with with a partner and do the investment create this whole win-win scenario. I think coming back to investments, they're often talked about as a either or you can acquire us or you can invest in us. And I don't really think they operate that way as really substitutable goods. Because as a minority. Speaking as a shareholder in lots of startups. Yeah, exactly. And you create an exit for the company versus just put more money into the company. That's absolutely right. And if you think about coming back to the strategic angle of it, if we own 5%, 2%, 10%, even 20%, even with a board seat of any given startup, we really don't have any control. We don't really have really anything. Yes, you have some equity and that's obviously nice. But again, that's not really what we're here for. We're here to be partner. Street is in confidence. This street isn't evaluating Microsoft's share price based on how good you are as an investor. That's absolutely correct. Yeah, that's like a fascinating taking a step back for listeners and thinking about how we normally evaluate companies on these episodes. Being an LP or let's say your eventual capital firm and you have LPs. The pressure on you and the expectation is very different than being an operating company with shareholders. Like the shareholders are looking for multiples that come from your operations and your ability to execute core business activities in a sustainable way. And when LPs are in a fund, they're in it for 10 years. They're looking for three times or so the capital that they put in, hopefully more. But really, it's like can you guys sustainably make these investments? And I think as an operating company, to your point, it doesn't move the share price. It's not the business. That's right. And from an employee perspective, take this all the way down to the individual practitioners and any given corporate fund. And again, for any of you who are talking to different corporate investors, ask them how they get compensated. And most likely, if it's your typical corporate VC and it's a balance sheet activity, they're employees of the company. And their compensation is going to come in shares and bonuses and salary from the operations of that company. It's not coming from whether or not you succeed. Whereas, obviously, VC investors in a different place. And so, that's why you have to be really careful in this world of strategic investing and coming back to why we do it. Yeah. So, with all that context and having done it in the past and realized it didn't work, what's the philosophy this time around? Yeah. And when you say it doesn't work, I think you have to be careful in terms of work to do what. And so, if your objective is these really deep strategic tie-ups and or return on your capital or both, it's kind of hard to do both at the same time. And you think about setting valuation and being a difficult investor, sometimes you have to have hard conversations as an investor with your companies. And you think about, obviously, the hardest one that a board might have to do, which is changing out of CEO. You know, as a partner, as a strategic investor, we're not good at that. We certainly don't want to ever have to turn to our partner and say, you know, by the way, you founder, you CEO, you're not right for this company anymore as an investor. We're also even, you know, there's so many whole set of difficult conversations that come along with being an investor in companies. But one in particular I'm thinking about is, hey, now is actually the right time to sell the company. To fold the company. That's right. And so there's a lot of conflict there. And it's why, you know, I think if you want to do strategic investing the right way, you have to be really clear on what your objectives are and why you're doing it or you create lots of conflict. And in many cases they come back fire. And certainly something we want to be very cognizant of is our reputation among investors, among founders and technologists. We never want to damage our reputation as a good partner as a good technology company in order to achieve those investment returns. Because obviously that's Pennywise Pantfulish for us. So would you say that effort is more around creating strategic partnerships through investment rather than investment to generate returns? Well, so it's the way we've scoped it. And there's actually two components to this. One of them is relatively new, which as of earlier this year we created Microsoft Ventures, which is an early stage venture effort. And so Microsoft Ventures is out there looking for companies that are in generally our strategic partnership ecosystem. And they're looking to establish those relationships starting with that with that equity check and developing a relationship. And so they're out there looking on the come. And if you're using a craft analogy. And so the fact is that the early stage, you know, kind of your seed, your A type stage investment, it's hard to be a meaningful strategic partner to Microsoft because our scale. Right. It's really hard to do. Now you can be a potentially really interesting strategic partner. And so that's what Microsoft Ventures is there to do, which is to create those relationships and those opportunities and be in those conversations around. How we can add value to two companies in some cases that's going to come with that equity check and then a partnership in some cases. You know, come just from the partnership, but they're there to have those conversations on my side of the house. It's almost the opposite where I'm leaning into companies that are already Microsoft partners. And that are indeed meaningful ones. And it's it's we're doing you know, call it five just ten of them a year. And it's really more of an endorsement and ecosystem leverage and tightening that relationship as opposed to trying to find new and interesting partnership opportunities. And so that's why I'm more of a growth investor if you will because these companies tend to be a little bigger, a little more mature. Yeah. And are these companies like, for instance, that might be selling through the Microsoft sales force on the enterprise side of the year. And so we typically look at you obviously we have lots of partners and and those partnerships come in in you know, when I look at a strategic investment really three three criteria at its core. One is on the partnership side, is there really interesting, you know, technology product integration between the two companies that makes this really interesting. And then the second piece is there's some sort of go to market sales marketing motion that makes the combination of the partnership powerful. And where I find really interesting components of both right because there are plenty of companies that have one or the other. But when you find a really really impactful combination of those two things, that's where it gets more interesting as a strategic investment. And then the last part of the third part is is a good investment. And just like any kind of growth investor will moderate a portfolio based on expected returns and make financially sound investments in those meaningful partners. As I have to imagine as much as Wall Street won't reward you for being a great investor. Amy, could Microsoft CFI might punish you for being a bad investor? Yeah, exactly. And so, yeah, that's again why why we tend not to do this in a hugely active way. And again, I'm not out there spraying billions of dollars of her balance sheet money around because that really just creates a huge liability. And so we do it, you know, where it's meaningful, where it makes sense and where we think we're going to get a reasonable financial return, that's you know, risk-based. And so over the last two years since we've kind of done that started doing this in a programmatic way, we've done about 16 investments investing about 250 million on this side of the House on the growth side. And Microsoft Ventures has a separate portfolio they're mentioning. That's a great transition. We want to move into talking about the state of the M&A market right now at large. And it's you talking about a number of deals is a great segue into why have we seen so much deal activity this year, both large and small. And the largest of which being obviously you guys. Right. Well, yeah, like in those again, as we look at M&A, they are different and we're always looking for great opportunities for us to grow. And so, you know, the question of, you know, those large companies, we're always evaluating everything right. And the thing with the large companies, they tend not to be, you know, suddenly found opportunities. We do, we know about LinkedIn, we know they're there, you know, we know where all these large companies are, we know who they are. And so, you know, those are always being evaluated and obviously when something happens, whether you know, something flips between, you know, day one and day two, or we decide, okay, now it's the time to acquire Skype. Now is the time to acquire LinkedIn. And, you know, there's a whole bunch of things that go into that. And in terms of your, you're asking about the trends, you know, right now, you know, I wouldn't say that there's anything on our side of the House that makes us a better time or more exciting times you acquire. I'd say it's almost on the opposite side where, you know, it might be a really good time to sell. And so, there's a lot more companies that are trying to market themselves in that way. And if you think about the technology cycle and, you know, kind of the how things get funded and how technology moves and waves and how startups get funded, you know, there's certainly a lot of companies that are, you know, kind of coming to be a no man's land in terms of their growth, or the last round, or the ability to raise more money and really kind of reach escape velocity into independent land, if you will. And so, I think there's a lot of companies that are certainly looking to sell. Do you think that's motivating? Let's zoom out for Microsoft and look at the industry at large. That's motivating why so many deals are getting done because companies are so much better at marketing themselves as a great pickup. I don't know if they're better at marketing themselves, but they need to. They need to be right. If your next funding round isn't going to come, you've got to do something. You either got to fund through cash flow or you got to fund through investment. And if you can't raise your revenues enough for all to your burn and if you can't raise investment, then you really have one choice. And so, I think one is happy. Fair point. I'm talking about the company's actually have something. There will be a price for companies that actually have something. I'm curious on that front. The fact of life in startups is unfortunately more companies than not end up in that situation, where they've built something, they built a product, it's getting usage, they have revenue, but it's either not going to get to a scale where they can cover their burn and us. The company has faces the prospect of going out of business or we see this plenty of times too. The business grows to a certain scale. It becomes profitable, but then the growth just stalls. And you realize you're not going to get to a point where you could be a standalone independent company. I'm curious for you guys, you probably see these companies many times a week. How do you think about whether they make sense, whether an asset like that makes sense for you? Yeah, well, it goes back to what you're talking about earlier in terms of who's driving that decision. And again, different companies are different here. And so, we are typically a product-driven company when it comes to M&A and comes to our business generally. And so, we're not out there looking to assemble and business conglomerate sense and amalgamation of random software companies. And so, you could certainly have that kind of business where you go out and find interesting software companies that then you can through synergies of overhead and sales and other things can make good money at. We're not really in that game. We're here to grow our franchises and our products and really be a leading technology company. And so, we're looking really at our technology roadmap and saying where things need to fit in, which is partly why we're less of that opportunistic buyer. That's out there kind of just buying companies that have fallen angels, if you will. Now, there's still plenty of fallen angels that are interesting to us. But, you know, there's two things are different. Yes, it's really to the roadmap. And so, we're the two things intersect where you have a fallen angel that's on a roadmap, but that's where things get exciting for us. And, you know, the other piece of that, again, from a Microsoft perspective, is we're typically not looking to acquire businesses. So, we are typically looking to acquire teams and products and technologies. And, again, thinking about that roadmap piece where holes are in the roadmap, we sell the office suite. And so, where things can plug into that, that's great. But if we're acquiring a business, you know, sometimes that's oftentimes that's incompatible with selling as the suite. And so, in some cases, actually having a large sales force in a large business could be actually value destructive relative to how we think about things. And so, there's plenty of companies that are great, but because they have such infrastructure and very such money, that it actually takes it out of our ability to really find any interesting intersection of deal value relative to what they need and want to sell for. Well, that's fascinating to think about the conflicts there, because we listen to the show who have kind of listened to our more classic and analyze a single acquisition episodes. Well, remember that we analyze whether an acquisition was technology, product, business line, people, asset, or other. And we've got these kind of categories. And it's interesting to think about if it's a business line, that can't be incompatible with the existing business line of the the acquirer, if the acquirer is not looking to create a conglomerate, right? And so, we have a lot of separate and potentially even competitive businesses under the same management structure. So, for you guys, when we did the LinkedIn episode, we were looking at, you know, as like an 8x multiple of revenue that LinkedIn was acquired for. And we were like, well, you know, it's actually a pretty good business on its own, even if there aren't a lot of synergies and integrations. And it's interesting to think about, like, you sort of pushing back on that notion of like, no, we don't just buy businesses because they're good businesses. You know, we hope to cashflow them for the long term. It's actually a strategic integration and they have to be compatible with our existing business. That's right. Now, obviously, in this one of the reasons that you look at the larger businesses we buy, you know, like Yammer or like Mojang on the Minecraft side or like LinkedIn, you know, generally, you're, you know, to make those deals work, you're generally not going to destroy their business. And so if you have enough critical mass and it makes sense on the strategic side, that's, you know, it's a different game too. And so, you know, all these things do fit together and every deal is different. But, you know, I'm just saying on the whole when we're thinking about these things, those are some of the things we think about and consider is, you know, how does that business play, as you said, with the existing businesses? Is that something that we value or something that we don't, or in some cases, something that actually is a cost to us? One kind of tying together both of these topics on growth and sort of the road map and strategic imperative for Microsoft at the opposite end of the spectrum trend that's emerged or re-emerged in 2016. So, you know, if you're talking about how you're taking on and whether you talk to these guys is the appearance of private equity in the software market and sort of the P field or P led by outs of software companies. You know, in many ways that's the exact opposite of what you're talking about. That is the, you know, if not, in some cases, an attempt to create a conglomerate of multiple software companies together. But in other cases, just, you know, hey, we're just going to take this private solely for its own business line. Why do you think we've seen that emerge? Because traditionally P has far away from technology. These are typically not cash flow positive companies. You can't put debt on them. What's changed? Well, I think that has changed, right? I think there are a lot of now mature software companies that have legacy businesses where you have nice cash flow. And if you think about your typical technology companies business where a lot of money goes to R&D because you're always trying to grow and chase the next generation. If you strip at all that cost, in some cases you can have a really nice profitable business because the marginal cost of producing and selling software is relatively low. Or I should say the cost of producing is relatively low. The cost of selling it can be high. But, you know, where you find that right model where if you strip out a lot of cost from the business and you think you have this pretty solid revenue stream from customers that, that even if you don't invest is just going to fade out over time. You can actually have some really nice traditional looking LBS. And so we've certainly seen that. Those aren't always so exciting to us. But, you know, we actually have co-invested with some private equity firms in a few of these take private or LBS or resettings. And the one that was announced is Informatica. We're Primera bought them and we invested in that. And what's actually exciting about that one is there's a component of that business that is legacy but there's also a really good growth component to it. Which is what gets us excited and the opportunity to really go deep in a partnership with them was what got us excited about the partnership and the investment and you know kind of on the quarter to quarter basis sitting under a public company. You know street mentality of managing that it's often hard for them to really make the hard decisions and the both the cuts as well as the investments that they need to make to kind of modernize that company. And so in many cases it's better suited in a private kind of private equity based format. And so that can actually be really interesting and really exciting. And there's certainly a lot of those businesses that are out there. I just want to highlight real quick for listeners because I'll admit I just googled it. LBO's a leverage buyout. Oh, sorry. No problem at all. It's interesting. We've got a good mix of kind of like product and engineering types that was in the show as well as people that are kind of much more reversed in the corporate development and financial world. I tend to perhaps over index on being a recovering investment banker myself. I just imagine everybody knows these things. But yeah, and typically you know the reason we're talking about this is it's only been very recently that private equity firms and LBO's have really started paying attention to tech and Brian for really really the reasons that you were saying that the industry is matured. But typically these firms would buy you know like you know Heinz catch up right that the types of things the picture halfway would buy. Yeah, and actually I mean it was back when I was an investment banker that silver lake, which I think was the first true private equity traditional private equity tech focused firm was formed. And I remember meeting with them thinking you know how odd right of it. You know really this these two models are somewhat incompatible. But certainly over time and being the first they were able to create a really nice business to go and take that traditional private equity model into into tech. And now there are a whole bunch of other folks that play in that space as well. Yeah, I think in quite short order I forget it maybe two years they three X Skype before selling it for soft. Pretty wild. Yeah, which obviously then that was a tech pilot that you played on on the other side. Yep. That's right. This actually pretty good segue. So on the Skype episode we talked a lot about the implication is having a lot of cash overseas. And that you know Skype was actually a really great way to deploy some of that capital because it would have a pretty heavy tax burden when when attempting to repatriate it. And so the question for you is are potentially changing corporate and foreign tax structures on your mind as you think about large deals. Yeah, we're certainly always cognizant of the regulatory regimes and tax regimes tax regimes. You know most of these larger acquisitions have a large and complex international component to it which means we're dealing with that anyway. You even at the kind of more operating internal level of any given company. I mean if you look at Skype if you look at LinkedIn if you look at a whole bunch they all have pretty complex operations. They they've got to think about you know Skype of course happened to be domiciled not in the US. And so that was certainly a nice benefit that we were certainly aware of. But you know these things are always changing and if you think about from the Microsoft overall planning perspective of how we manage those those environments. It really has to sit within our overall management. And again these things get really complex and to where IP lives. You know Apple and others have been in the news a lot lately in terms of how they do those transfers of tech and how that creates or avoids or or distributes or taxes in different ways. And so you know it again it's it's a very complex issue that we we certainly pay a lot of attention to. Again I wouldn't say that going back to it to why we why we do emite in the first place. We certainly aren't financial engineers as a as a business and so we're always looking out for the right strategic thing and if that deal happens to be Skype that's based on the US or if that deal happens to be you know linked in that space here in the US. You know we go do the right deal. You know so we can come up with the right terms and structures that that makes the deal work. And so we're we're not out there to be financial engineers so that's certainly a part of what we have to do. I was always I was always amazed when I worked in banking like how many tax lawyers we had running around in every deal. But certainly part of those 28 people I discussed earlier. Yeah. In thinking about sort of the two different functions you know there's MNA activity when Microsoft acquires companies and then there's strategic investment activity which is what we've been talking a lot about on this episode where you choose to deploy capital into someone for strategic reasons. Do you have any good examples of investments that that Microsoft has made in the last few years that you know ended up becoming product integrations or like success stories for a business or some some payoff with that strategic alignment. You know in terms payoff in terms of maybe like you made the strategic investment and then there was something in the product in the ensuing years either on the Microsoft side or on that that company side to that took advantage of the sort of strategic alignment between the companies. Yeah sure I mean we can look at a couple of examples in the recent past that I've been been involved with if you look at say four square we made investment four square and we've you've developed a great partnership around their data and data asset that that feeds into Cortana. Oh interesting and so that's yeah that's pretty cool if you look at a doc you sign what does that look like with with four squares that like when when people ask for Tona about what's a good place to eat and it surfaces recommendations from four square data or yeah I mean four squares one of the sets of data that we leverage in that case yeah. I mean we certainly have a lot of our own data as well we pull data from multiple sources but four square has a great great set of data on location that's used in all sorts of location use cases that aren't even related to you know that's right and a fact. You do recommendations we were we were kind of a prototype for them doing that kind of deal and now they've basically created a whole business out of licensing that data to others. I'm just part of our investment thesis in that company. And then if you look at doc you sign we had a different example but we've had a great partnership with them going back many years in terms of how you could utilize our electronic signatures in Office 365. There's some good selling and marketing motions that go along with that as well that go in both directions and we participated in their their last private round as well long after the partnership itself had come to be. And then if you look at a more recent one which is a sphere. And we're doing a whole bunch of interesting things both with them and the other container players and we really like that partnership as well both on the technical and go to market. And then we're going to have a look at the price where you want to be horizontal and participate with everyone kind of let's just say it's all the container players in a very democratic and open way and yet you have this strategic bet that you've placed on one of them. We certainly do I mean we. I mean obviously depends on the space in terms of how democratic you want to be if you will but again we're first and foremost technology partners and in the commercial deals will speak for themselves and so if we're going to go and do some sort of exclusive or some exclusive whether it be. You know kind of implied or or purposeful exclusivity in any given area you know the commercial partnership and how we do that and talk about it will will mention that and the investment is is again a separate separate deal. And so one good example there would be if you look at a comical cloud flare that we invested in you know they actually. You know doing what they do they need to be and want to be you know kind of a neutral party and and to do that and to hammer home it was actually an interesting approach by that CEO founder to use his investment round as a way to reinforce that message of neutrality and so he got by do. Us Qualcomm and Google all to co invest together in the same round and so you can use these investments as tools and and you know again given the right commercial partnership we certainly no qualms with those guys as investors. Yeah maybe good time to jump to on that front whether you know we discussed with with Taylor Adobe when we chatted with him a few months ago kind of what the right way was for startups to you know build the relationship. Over time with potential acquires and he really stressed the importance of that it is a relationship you know don't expect that you're just going to call up you know potential acquire one day and have a deal done you know by the next week. But I'm curious on the investing front you know for you guys obviously you know different companies have different policies on on this and approaches to strategic investments but but what's the what's the best way for. An earlier mid stage company to start building that relationship with with Microsoft. Yeah I think you know piling on with with the Adobe guys on that it is amusing on amusing sometimes where you know we'll get these calls saying you have a term sheet and hand from ex you would like to also put in a in a bid you know let us know within the next week. To be acquired right and and that's it's generally not very productive and it is indeed a relationship and and the thing to think about as a startup founders is you getting acquired is almost like going through a hiring exercise and you do have to develop relationship and trust and essentially the acquiring entity is indeed making a hiring decision. You know on the company as well as the specific people and so if you don't have a relationship in place it's really hard to speed that through in a rapid way and so it's it's always a good idea to be developing those relationships with potential acquires. You know well in advance and leads into what I will say on the investing side which is certainly the strategic investing side for me all those roads lead through a partnership anyway and so you need to have that dialogue with us on the partnership side with the product teams. Yeah with the business units and the product teams you know to get those partnerships in place long before I could potentially invest and you know and so that's that's really the best way to do it. I'm always happy to help get folks set up with the right folks in Microsoft if they don't have a path in otherwise but that's really what has to start and certainly then you know as those conversations are going to then have a separate parallel relationship development with with my team is certainly not a bad thing. But you know again first and foremost we're a technology partner in the investing thing is is really secondary to everything we do so you know if there's limited resources in any given side I wouldn't I wouldn't bother with me and just that hurts me to say. But you know and really focus on those strong relationships on the product level it's it's also more leverage for them I mean if they can get a situation where you know there's cross selling motions I mean the Microsoft seal field and sales team is really powerful and I've certainly seen a lot of startups get a lot of leverage from that. And if you can make that work that's it's really impactful to to a small company. Yeah and it's funny as we anybody who's in the startup world knows it always just happens to work out that anytime that you're very close to a major milestone whether it be cementing a partnership with somebody like a Microsoft or sales milestone also just happens to be when you're running out of money and founders are tearing their hair out trying to balance the two of them. Yeah I mean it's and it's I certainly don't mean to make light of that that really difficult challenge and I've obviously been there. And so one one philosophy though you're going back again to to our investing approach you know we're not looking to make companies or make rounds except in those you know really rare cases like the Facebook investment. Yep and so we tend not to lead rounds and we tend to just put a little bit of money in I mean again we're not looking to be the primary funding source here. And any given round or deal company and so we're not you know we're not your typical investor we're not going to jump in and save a company if they're running out of money. And so we're the wrong folks to rely on you know on that basis anyway and so the relationship can certainly be very helpful and both on the mna front and the investment front for for us to have that dialogue that's it's always a good thing but you know if if the running out of money thing is something that you're trying to avoid it's it's usually not. I'm not usually a good call. Yeah well jumping back over to the mna side of the house one of the the season this show when we first set out was to figure out what makes acquisition successful and self selfishly so the David and I can really understand how to build companies that will become successfully acquired and we'll fit into another business or more recently will actually have a successful IPO process we realize that we were we were selling ourselves short. Right right in that vein I'm very curious how on the mna side of the house at Microsoft do you judge acquisitions and do you decide if if this worked out well and we're glad that we did this five 10 years later. Yeah we certainly do it's a really hard thing to do and of course the the challenge there is that the destination is often changing as you're going through the process and certainly in tech you know two five years hindsight wise things look a lot different. Yeah maybe ten is very good initially. Yeah yeah and so it's it's really it's really difficult to think about how to judge an acquisition and whether successful or not on on any really rigorous way in in tech you know that said we certainly try and so with any given acquisition will have a set of agreed. Judgment milestones metrics and various criteria which which usually include you know retention you know are all the folks are some folks of the the acquired company still here you know six months one year two years later are they happy. You know have we shipped X Y and Z product or feature have we done you know a B and C integration have we you know pick your you know the revenue targets are profit targets are there some sort of accelerated either schedules or unit volumes for some product or feature we have you know pick your set of things that form the basis for why we want to do the deal. And we lay that all out and we cement that in and then we do track that and then the owner you someone in Microsoft owns that you someone in the product team. Product teams owns that that team and then signed up for either that revenue or those features or retention or whatever it is and so we certainly to judge those over time. And that's I think the closest we can get you know and again even with that we have to be cognizant of of how things shift and change often that person might not be the same person who's managing them you know those acquired employees six 12 you know 24 months later are there any that you think went particularly well in the last five years that that are worth saying like wow that that one went really phenomenally. Yeah and I think there certainly are and one thing I think that's that's fun to watch is our changing approach to these things and you know I think in a lot of companies and certainly in Microsoft it it used to be the case where you know let's say you're the product team for outlook and you're trying to ship a mobile client and it's not going so well and then you get management buy off to go buy by a mobile client in this case may be. A company let's just say as an example and and then you bring those folks into the company and now that start up these just acquired is reporting to the same people who are failing before that usually ended up being a recipe for for. Just not not let's just say that the acquired companies are more excited to be in that position let's say that the managing folks there you know essentially when and continue to try to do the same thing but now just with new people working for them. And so that usually didn't end well surprisingly and so you know I think with the compley and with with other companies we've called recently we've done that differently and we've taken those folks and empowered them and assuming they've been successful we've continued to expand their scope and given them more and more and so you know I think you're you're seeing the benefit of that approach with with outlook mobile and iOS and and how that how that's worked. And so you know I think that's that's a case where I think we're pretty excited and you can say the same thing I think for I think a lot of the other copies we acquired recently. Yeah it's interesting that I always love thinking about what those you know as the organization matures you know the corp dev organization matures or you know from my world you know as a VC firm grows and sees many cycles and as individuals within those organizations grow you know you start to learn these you know VCs all about pattern matching but you get these you know sort of senses that develop and kind of informal rules and then what's really interesting is when you decide to break the rules but I'm thinking about like you know one that actually be relevant to my car about you know in VC that you learn pretty quickly is it's really hard to build a big company if you're not targeting a big market. And plenty you know I make that mistake major on a makes that mistake even the other great VC firms make that mistake all the time but and then you always remind me like God what did I do that you know but but you know for you and for Microsoft now you know for decades having been able to practice the craft of you know you know a VMA and I think about you know VC is the same way. You definitely get these you know these rules that kind of all like oh yeah maybe we shouldn't if we're buying a product to replace one that's failing we probably shouldn't have them report to people who are who are who are not successfully shipping the current product. No let's write yeah one final note kind of before we move into follow ups hot takes and car vows are there any other people or companies who you admire that you think do corporate development or strategic investing really well. That's a good question I think you see lots of different models if we're talking about just the investing side you know and Google has taken the approach of creating a separate fund and whole separate team and creating those walls and trying to create a real VC and I think that's certainly one one way to go and the market will will judge over time if they're doing a good job with that or not and they're essentially out there competing with any other VC. For for dollars you know that can take away some of the strategic components to it to and so there's you know all sorts of views on the spectrum you know corporate VC has gotten I think really hot for some reason over the last number of years and just about everyone I think I was reading today that you know you have all I think it was Tyson foods you know the folks make chicken. They now have a VC looking at a new protein replacement opportunities so you know Sesame Street as a VC you know pretty much everyone has a VC space right I've been amazed you mean it's been so much talked about and last couple years but. You drive around in Silicon Valley and you see all the auto companies have their yeah yeah Silicon Valley centers now. Yeah I mean I did a deal recently with GE and caterpillar and others I mean it you know kind of everybody's getting into the game and I think that's going to be interesting to watch over time and so to kind of flip your question you kind of I think there's a lot of folks who I'm not sure if they're doing it right and and we'll have to see and again going back to why these folks are sending it up and what they think they're going to get out of it and as a former startup founder. You know certainly at the early stage you certainly have to be careful about tying your your wagon to truly anyone because you want to maintain optionality at the early stage if you can. And so that's a hard thing to balance against the corporate entities and keeping in mind what we already talked about in terms of their incentives which is really for their company and their equity versus first a traditional investor who's really looking to you to make a gain and those incentives are very different and that manifests itself in the board room. That manifests itself in shareholder votes and from you follow on rounds and all sorts of things that I think folks are going to have to be be careful of so I think there's a whole bunch of folks who are out there doing you know doing a good job you know Qualcomm venture certainly does and I think Google is a pretty good reputation and sales force is very active and we've gone best with them before. So I've been very impressed with a lot of the teams of seen in corporate VC and and again we'll have to see how how the whole space shapes out indeed. Should we do follow ups and hot takes now let's do it we've got some fun ones I realized we were negligent last episode on the Marvel episode and didn't discuss I believe we discussed snapchats snap inks spectacles launch and initial very positive reviews I can't wait to try them but we did not discuss the elephant in the room which is I PO news that they are rumored to be preparing to file for an IPO. Yeah really interesting to think about there a younger company than Uber and a lot of these other kind of like super unicorns. And in true snapchat fashion just not necessarily going with the trend like they just continually think of themselves as a different company or different type of company than a lot of these other other big companies big private companies of their generation. And so I think you know it there are reasons why it makes more sense for for snapchat to be IPO and companies like Uber to be waiting there's a lot of Uber in China I think is kind of the big reason they're waiting. But with snapchat I continue to be impressed and I'm a buy at any price. But don't sell do not give money to Ben. Yeah also really interesting with snapchat I mean one you know to kind of as we talked about on the Facebook IPO show and then afterward as well. I think it's great to see a company that is four years old but clearly has achieved scale and is in the process of building a meaningful revenue business and eventually hopefully profits as well take this step and do this. Yeah they've achieved domestic scale I'm very curious to see how they do international as they really start to expand there because I think you know what we keep seeing. Instagram copy a lot of snapchats functionality and if you're already an avid snapchat user you often are not really compelled by the Instagram features you're like I can already have my network my habits. But then you think about all these people that are in countries where snapchat hasn't gotten big yet and now the sort of question is will snapchat ever get big in those countries since. Instagram kind of has a lot of that functionality now and they already use Instagram all the time and I'm still bullish because I this is one of those like sort of seed company bets where you just say yeah I wouldn't bet against that person and like I want to. I have a lot of faith in their ability to figure that out and that's why feel about Evan speak all in the kind of leadership at snapchat but. I think it's important to like note a risk that they've achieved domestic scale will see how they do well to be a very interesting s1 to read no matter what yeah what other the risk of the business section is going to be awesome. I'm because I don't think Microsoft is a shareholder in a snap bank but alphabet Google alphabet is has our several other strategic companies I'm kind of curious Brian like when you when you guys have had investments that then go public what do you guys do with the stock. Yeah we we depends on the situation and we we generally don't comment on what we do with it and this goes back to the whole question around how how and why we're doing strategic investing is selling a partner. It's usually a really difficult thing to do because of what you know so we generally don't talk about these things and so you know people will ask a Facebook if you sold your stock and we just don't answer. And that's for good reason which is assuming runner the threshold of course for yeah for a happy to be yeah yeah then there's really no benefit whatsoever to talking talk about how we how and what we're doing with those the stakes. Yeah but it's actually interesting you know something that I didn't realize even until I've been working adventure for quite a number of years but I think most people don't realize about the VC ecosystem it's actually kind of the same thing. Yeah when companies go public like it's not like there's a magic moment and like we sell all our shares. Oftentimes we can't even if we wanted to and so you have VC firms that are holding shares of companies that went public long ago and figuring out it's actually a big. It ends up being a meaningful kind of strategic discussion within VC firms of for each investment once or a time to what is the right time to sell and we also have the complication we can distribute the shares directly to our investors so we can just give them the shares rather than selling on the open market. So that's another lever we can pull we can we can hold we can sell or we can give the shares away or give the shares back to our LPs. Is that LP decided or is that decided by the management of the VC by the management of the VC firm and then so the risk of you know the sort of LP argument typically they want us to distribute as fast as possible because like hey you know that's our investment we invest in you these are shares they're now liquid on public currency we have people that manage public stocks. You should give them to us right the tension though is if we do that and we think there's a meaningful chance that they might just sell those shares then that can be detrimental to the company if a whole sluggish shares gets comes on the market at once that can depress the share price. So it's a complicated situation yeah hot take this is just today as we're recording this Amazon announced Amazon go we got to talk about this yeah so Amazon go is a driver list drive through store. Autonomous AI it is all of these things it's a grocery store here in Seattle that you walk into and there are scanners and sort of turn style like things when you walk into the store you scan the Amazon go app on your phone and then it identifies you and then once you're in the store you just pick up anything that you want to buy you put it in whatever you hold it you put in your backpack you put it in your purse and you just walk out of the store no no check out aisle no cashiers no nothing just automatically tracks what you picked up and you pay for it through the app automatically yeah I don't know if this will work but I I love it's impossible to overstate how much I love Amazon's muscle for experimentation and ability to like do tens or hundreds of these sorts of things at once and it's interesting I love to know how big the team was that pulled this off I'm willing to bet it's a lot smaller than you think yeah what's also interesting we don't know but I'm one of the cool things about how Amazon works is there are these small teams within the company that are focused on innovative projects that they're doing I there's a good chance this might be completely separate from the Amazon bookstore which is in you village here yeah certainly it's a very different model of the store super cool love to see this in the market. I can't wait to it will be open to the public in early 2017 I can't wait to go try it yeah Brian what's your take you check it out I I'm excited to go buy stuff and walk out just see what happens feel like I'm shoplifting but it being totally legit exactly exactly I mean this this is going to create all sorts of concernation for shoplifters I mean there's there's how they're going to get around this is going to be an interesting question yeah I wonder into the you know the product in the model for this how much they thought about that mean shoplifting is like a meaningful you know it's a meaningful cost to retail stores and grocery stores this solves that problem maybe I mean you obviously if they have technology that solves that problem generally you know in theory everybody everybody does retail is going to want to buy it you know you have you have lots of companies are actually a lot of companies but a few companies around that have you know anti theft and I shoplifting technologies I did some work actually as an investment banker for going to gold censormatic back in the day which has some of those and you know they have some that you put in clothes and if you try and walk out it does the ink splash across across the time just like you find with bank robbers they put on those things things explode others that just make the thing go beep but obviously shoplifting for your you know have ways to still prevail thanks yeah I don't know what it's all intelligence though so there's an interesting question right with the tech the Amazon's using here as to how they think this is going to work yeah all right carvets yeah so mine is for years now maybe even a decade okay go has been producing really incredible music videos and up leveling their game every single one so for anybody that remembers I may have probably ten years ago the tread nils video where it went totally viral and they they shot at themselves in their backyard and you know as people dancing and they just choreographed the band members having a choreographed dance on treadmills and they up level their game over and over and over again and maybe a year or two ago they did this incredible drone shot one where it was you know the first music video that I saw that that really took advantage of oh my god what if we have this slowly rising drone go into the sky and you know you can see patterns formed by thousands of people on the ground all wearing different things and they've they've up level their game again so they're new video for the one moment the entire video is shot in a super high frame rate camera and snapchat spectacles now yeah it's not it's not but it's it's exploding paint and like bullets going through things and it's also is it's like the matrix it takes place in like four seconds like the whole music video but it's all super slowed down and so you have like three minutes of of super high frame rate footage oh that's cool actually lines up with the words are singing and the music it's it's really really cool that's really cool that's really cool yeah I got to watch that mine which I alluded to earlier on the show is you see Berkeley I just found out about this recently and read it they do this really cool oral history this program that does oral histories with people that have been instrumental in kind of the development of the Bay Area and one of the aspects is business in the Bay Area and they have Don Valentine who was the founder of Sequoia and he founded Sequoia in the early 70s he had been he was a fair child semiconductor he was not part of the traitor estate that I believe was the traitor estate left where was it they founded fair child and then he went to national semiconductor and then he founded Sequoia but these were like this was the birth of Silicon Valley anyway this is great kind of 75 page it's all a transcript of hours of interviews with Don and it's it's fantastic just to hear him talk about that that history of the early days the Valley and the semiconductor industry but also the philosophy behind Sequoia how it started how they evolved their thinking process about things and they're still you know among the best in the business and how they've evolved over the years really cool willing to it in the notes cool Brian we know you've got one too yes yes I do I find this particularly in light of the election is an article that O'Malley published in the New Yorker about a week ago called Silicon Valley has an empathy vacuum and I think it's just a really interesting thought piece for all of us just to think about how what we do affects everything and everyone else and whether or not there's more we could or should be doing or less that we could or should be doing relative to that and that's relative to job displacement relative to changes in society that our technology can can foster such as how we're impacting journalism you know how we're impacting culture and communities and all sorts of things and so it's really interesting it's a great piece and certainly something I and Ben and I in the show have been thinking about a lot over the last you know what they're so is lots of questions to be asked but I don't think we can I don't think we should as a tech industry continued to operate just in ignorance of even trying to think about the broader impact of what we're doing especially as we head into the age of artificial intelligence and you know all of the great things that are going to come from that and all of the social challenges as well so it was a great piece by home yeah and to just pile on like it's I'd recommend everyone read it for sure something we have struggled with I think David and I and a lot of other people that that I've talked to in the last few weeks and even before the election we celebrate a lot of the things that that technology does growth to hyper scale being and I'm having 13 employees that when it was acquired in shock and awe of the you know the model actually originally kind of created by Microsoft of incredibly high fixed cost but then oh my god you can sell licenses to this software with zero marginal cost to the world at gigantic enormous scale now with the internet making that even more accelerated yes generally in the long term more jobs are created after a sing one or two generations of of a gap by an advanced technology but it as an industry we really do celebrate these gains in the short term and really do not come up with solutions for all the people that are disenfranchised because of it and I think that this piece is really great I think we are about to have a self-driving truck huge change and if anybody looks at that that graphic that was floating around the internet about a year ago of truck driving is like the top job in 20 states yeah including California in California and like auto has just like acquired by uber has just completed successful self-driving truck trips like it just doesn't feel like it'll be too long now can ignore the consequences no no and I know I'm rambling a little bit on this but it really we're glad you brought it up Brian yeah all right with that yeah awesome well Brian thank you so much to our listeners out there if you aren't subscribed and you want to hear more you can subscribe from your favorite podcast client if you've been a long time listen to the show or maybe you're a new listener and you just want to help us out we would love love love a review on iTunes or a tweet or share on Facebook or any way that you can help help grow the show so thank you so much thanks for listening thanks to Brian and we'll see you next time yep