The Impact of Brexit on US Expansion and Fundraising

By Daniel Glazer

Daniel Glazer will be speaking about US Expansion Strategies at the Global Expansion Summit in 2017. 

The Impact of Brexit on US Expansion and Fundraising

The recent “Brexit” vote doesn’t alter the view that there’s no better place than London to start a tech business and no better place to expand than to the US.

However, it’s undeniable that the results of the referendum have changed the economic outlook and political landscape.  Here are a few observations on the implications for UK tech companies that have expanded to the US and/or raised US venture funding – or that are considering doing so.

Keep Calm and Code On.  Moving corporate HQ from London to the States without a clear business justification makes as little sense now as it did before June 23.  The range of potential outcomes from the Brexit vote is vast, and making irreversible commitments could do more harm than good.  It’s plausible that the UK looks materially different in a post-Brexit world.  It’s also plausible that the post-Brexit world looks a lot like the status quo.  Anything and everything in between is on the table, and don’t believe anyone who says they know the endgame. 

Maintaining flexibility will be crucial, but because very little will change in the short term, the decision-making process around US expansion should remain largely unaltered for the time being.  In particular, the UK startups most likely to succeed in the US are those that have the strongest business case to expand there due to existing traction and legitimate partnership and funding opportunities. 

Change Creates Opportunity.  That being said, don’t deny the entrepreneurial drive underpinning the company’s formation and growth.  As Fred Wilson of Union Square Ventures noted in the hours following the announcement of the referendum results: “Change creates opportunity and opportunity can create wealth if approached correctly.”

For example, if there was a pre-vote justification to build up the US side of the business, there are even more opportunities now.  A weaker pound makes taking in revenue in dollars potentially more attractive and puts UK companies selling products and services in the US on a more competitive footing relative to domestic US companies.  Other US opportunities will become clear as the dust settles, and it will be crucial to stay sufficiently nimble and appropriately aggressive.  As the contours of Brexit take shape, fortune will favor those companies who keep their options open.

UK Companies Represent Value.  A weaker pound against the dollar means that UK companies that already may have caught the attention of US investors and acquirers now represent significant value opportunities.  As Entrepreneur First’s Matt Clifford recently observed regarding three UK startups that exited to US acquirers, “UK success stories like DeepMind, Swiftkey and Magic Pony Technology aren’t bets on local economic demand; they’re bets on the industry-changing impact of fundamental technology.”  While US early-stage investors likely won’t suddenly change their typical approach of requiring UK companies to have a significant US presence, US traction, and a US-centric business plan, it’s certainly the case that investing in companies that do fit the bill is presently less expensive.  Don’t be shy about highlighting that as a selling point in discussions with US investors.

However, now more than ever, many US early-stage investors likely will insist on a significant commitment to the US before funding a UK-based company.  The uncertainty created by the Brexit vote means that many US investors will want even greater assurances that they will be able to leverage their US expertise and network to guide the growth of their UK investments.

Whither the Delaware Flip.  The Brexit vote doesn’t weaken the arguments for why a UK tech company with a significant US presence should not “flip” into a US (typically Delaware) parent company.  In short, the 20% corporate tax rate (compared to US national plus state tax rates approaching 40%), and the relatively favorable UK legal and regulatory environment, have made the UK an attractive geography for investors.  While no one can predict the future, it’s not hard to envision steps being taken to make the post-Brexit UK an even more favorable location for investors; George Osborne recently proposed reducing the UK corporate tax rate to 15%.  At a minimum, there were already plans in place before the referendum for the UK corporate tax rate to drop to 17% by 2020, which would be the lowest in the G20.

UK founders should keep in mind that, if ultimately necessary and with careful tax planning, a UK company can implement a Delaware flip later in its life cycle without incurring UK tax. Consequently, if the optimal US investor to lead the UK company’s Series A round insists on flipping, the company can flip in connection with that fundraising transaction; there’s no need to do it at the preliminary discussion stage. If the US investor is willing to lead a Series A in a UK parent company but is concerned about the willingness of other US investors to lead a future Series B, the decision to flip can be postponed and re-evaluated in anticipation of the Series B round. Until these scenarios arise, the UK company can maintain its tax-efficient structure and save the cost of the flip.

Go Big or Go Home.  As Hoxton Ventures’ Hussein Kanji recently reinforced, “Good companies scale globally.”  Given the uncertainty Brexit creates with respect to the size and accessibility of the local and regional markets, UK companies and investors looking to scale rapidly should consider establishing even stronger links to the US and other large global markets.  Many UK startups we’ve spoken with over the past several years choose between EU and US expansion after creating a strong foundation in their home market.  Brexit potentially changes the attractiveness of the EU in that equation, and companies would be wise to also include in the analysis markets such as China, Japan, India, and Brazil.  While global expansion may be somewhat more challenging than regional expansion, the payoff is potentially more significant, which in turn may make the companies more attractive to US investors that often are looking to invest only in companies with the highest potential upside.

This blog was originally published here.