I tend to always be justifying valuations of companies way ahead of the market. Over 2 years ago, BEFORE Microsoft invested in Facebook, I wrote this blog post, valuing Facebook at $10bn. Shortly thereafter, I was vinnycated (pun intended!) when Microsoft subsequently invested in Facebook at a $15bn valuation.

In the Facebook post, I analyzed Facebook’s business model, using my background in search & online marketing, to justify why as a business, the valuation made sense.

Now, 2 years later, a new player has arrived in the online world, Twitter. The valuation of $1bn on Twitter as a business is potentially not as strong as the rationale behind the investment at that price. In order to explain briefly – I’m going to go light on the business model and heavy on the investment rationale.

As a business, Twitter has about 50m users and is becoming a major player in the Real Time search market. I use it more often than Google sometimes, to figure out what’s happen, in real time. Search is a $20bn market. If Microsoft (through Bing) and Google really wanted to get serious about this space, paying $1bn for Twitter would be a paltry sum of cash or stock for either of them. Twitter’s volume easily justifies it (read the leaked Twitter docs). Facebook already made moves to acquire Twitter for $500m, earlier this year.

So, without delving into the business model behind Twitter, let’s just assume that there is acquisition value for Twitter, if it were sold tomorrow to either Google, Facebook or Microsoft. even at a 80% discount to the Facebook price, I don’t think anyone would argue that Twitter is worth at least $100m.

And that’s my point. Twitter has just raised $100m from a number of investors. What (most) journalists, don’t understand, is that the way the term sheets and documents are prepared and signed off, investors typically receive preferred stock in the company that they are investing in.

Note: I have no inside information on Twitter and this is purely speculation, based upon best practices and my experience in investing and the startup world.

Let’s assume the terms of the deal were typical:

Investors receive 10% of Twitter for a $100m investment.
This 10% constitute Series “C”? preferred stock.
The preferred stock has a liquidation preference of 1x (which means no matter what Twitter is ultimately sold for, the investors get the first $100m back + interest (2-5%?) – sometimes you can get 1.25-2x liquidation preferences, which would sweeten the deal even more for investors (e.g. 2x their money back upon exit/sale before anyone else gets anything).

So, for a mere $100m, these savvy investors realized that investing in Twitter to receive a 10% share in the upside (above $1bn – which is very possible), with limited downside (they always get their money out first + interest), it was better than leaving the money in the bank.

The reality of the situation right now is that money in the bank is not attracting any real interest in the developed markets (typically 1%).

So, if you could get a piece of the upside in a fast growing tech company, with very limited downside and interest in the bank – why would you not invest in Twitter on a $1bn valuation? In fact, depending on the liquidation preference, even a $5bn valuation would make sense!

From an investment point of view, this is a great investment with good upside and low risk – these investors are not crazy, they just understand time value of money. The current state of the world’s fixed interest income markets means that we’re going to see a lot more deals like this, where investors take small stakes in fast growing companies at high prices but first money out.

As long as the company is worth AT LEAST what you are putting in ($100m in this case), the downside is very limited and the upside exceeds the current cost of capital.

Great investment – win-win for everyone, and overall, well done to Evan & the guys at Twitter.