Five Case Studies For Commercial Transactions Between Startups & Corporations
In a recession, corporations can be even more valuable to startups
Corporate investors have the potential to be among the most valuable participants on a startup’s cap table. In the current COVID-19 environment where traditional fund raising cycles may be extended, a corporate investment that includes more than just cash can be critical. This is because a good strategic investment relationship frequently includes a commercial transaction, or “business development” deal. These relationships have the potential to be just as impactful as cash investments and can help startups survive an economic downturn.
In my role as a corporate investor, I’m often asked what options are available for startups and corporations to work together. When formalized, these deals typically fall into the following five high level categories:
- Licensing arrangements
- Supply chain collaborations
- Distribution agreements
- Co-marketing deals
- Vendor contracts
Very few commercial deals are “pure” instances of just one of the five categories. Most relationships mix and match these techniques. Nevertheless, it’s beneficial for corporate and startup executives to understand the basic choices available. The following case studies are examples of transactions that have been publicly announced and that I believe come closest to being illustrative instances of these categories, showing how mutually beneficial commercial relationships can be crafted between startups and corporations.
Licensing transactions can focus on sharing technology know-how, patents, or other forms of intellectual property, including content. Licensing deals can flow in either direction: corporations can license IP from startups, or startups can negotiate the right to use a corporation’s inventions.
Case example: 20th Century Studios & Boom Entertainment
20th Century Studios — formerly known as 20th Century Fox prior to its acquisition by Disney — invested in Boom Entertainment following a successful commercial pilot. Boom is a leading publisher of comics known for books like Lumberjanes, The Woods, Goldie Vance, Once & Future, and Mouse Guard; at the time of Fox’s investment, the companies expanded their commercial relationship to include a bi-directional licensing arrangement.
As part of the deal, Fox licensed to Boom the right to publish comics based on Fox intellectual property like Planet of the Apes and Buffy the Vampire Slayer. Boom also provided the right for Fox to translate Boom’s original intellectual property into Fox feature films and television shows via a “first look” agreement. The transaction also included merchandising rights for consumer products, video games, and other exploitations of Boom’s comics. Several of Boom’s comics remain in development for production and distribution as filmed entertainment with Fox’s acquirer, Disney.
2. Supply Chain
Supply chain collaborations generally allow startups to leverage the scale, experience, and relationships of larger corporations. In many cases, the established company may be able to procure product components or ingredients more cheaply or reliably, which can help startups improve gross margins or gain access to parts that they cannot get on their own.
Case example: Aramark & Oath Pizza
Aramark invested in Oath Pizza, providing access to consumers dining in Aramark-run facilities. Aramark is a global leader in food service, facilities management, and uniforms, and Oath Pizza developed a following for thin crust pizzas that are “grilled and seared in avocado oil and feature ethically sourced ingredients.”
As part of the investment, Aramark sources ingredients for Oath’s pizza. Leveraging its national footprint, Aramark introduces consumers to Oath’s food and brand by operating Oath Pizza locations, improving food costs and increasing revenue and exposure.
Distribution deals focus on using established channels to bring new products and services to customers. Typically, the larger company has built a salesforce and the means to take products from manufacturing to the end user, and startups have developed innovative new solutions that require an effective path to market.
Case example: Allegion & Openpath
Allegion is a New York Stock Exchange listed company focusing on physical security around the door and adjacent areas, securing people and assets in homes, businesses, schools and institutions. Allegion Ventures recently invested in Openpath, a mobile access control startup with cloud-based technology.
The two organizations also announced plans for a strategic technology partnership, with President of Allegion Ventures Rob Martens describing a vision to offer customers a “seamless security experience beyond the entryway, in addition to the frictionless access Openpath offers today.” The company’s press release noted that as “both an investor and technology partner, Allegion Ventures can help Openpath grow” through channel distribution and more.
Co-marketing typically involves bundling messages about related products to potential customers who would be interested in what the corporation and the startup are offering. In most co-marketing deals between corporations and startups, the larger company provides support to the smaller company through its superior resources, scale, and reach.
Case example: Avery Dennison & PragmatIC Printing
Avery Dennison is a global leader in materials science. In addition to its well-known adhesives business, the company also manufactures RFID inlays for packaging across multiple industries. Because of relevance to this latter focus, Avery Dennison invested in PragmatIC Printing, a UK-based producer of ultra-thin, flexible integrated circuits for connecting physical items to the internet.
Avery Dennison’s commercial relationship with PragmatIC addresses more than one of the main types of commercial deals. For example, Avery Dennison supported PragmatIC’s R&D team in developing a functional chip technology that meets customer specifications. Avery Dennison is a customer and channel partner for PragmatIC, and is helping the company scale by identifying and negotiating commercial pilots with its brand customers in retail, CPG, food, and other verticals. Notably, Avery Dennison also provides marketing support for PragmatIC at trade shows, conferences, and other events.
5. Vendor Agreements
Vendor agreements are relatively simple structures where one party buys from another. Like several of these other transaction types, vendor agreements can flow in either direction: corporations can purchase products or services from startups, or startups can buy from corporations. What separates strategic vendor agreements from simple customer agreements can be subjective. But generally, if the volume of the transaction is especially large (more than 10% of the seller’s revenue, for example), essential to the functioning of a product or service into which the purchased product will be integrated (an original equipment manufacturer or “OEM” deal), or a one-off transaction for either party and not something that can be completed by the established sales force, then it is probably a business development deal.
Case example: Kellogg Company & MycoTechnology
Global food leader Kellogg invested in MycoTechnology through its venture capital arm eighteen94 Capital, following a successful scientific pilot. MycoTechnology has developed a mushroom fermentation technology platform that can help address challenges introducing healthy foods that taste good. The company’s products include PureTaste, a plant-based protein additive, and ClearTaste, a food additive derived from a mushroom extract that blocks the perception of bitterness so less sugar is needed to overcome negative flavor profiles.
At the time of the investment following the successful pilot, the two companies agreed to work closely together, with Kellogg purchasing PureTaste directly from MycoTechnology for incorporation into Kellogg’s food. The companies subsequently launched Kashi Go Protein bars with PureTaste as an ingredient in 2019.
There are many variations of these five basic transaction types, and as noted above, deals frequently include mixing and matching these structures.
This article originally appeared on Forbes.
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