Carlyle helps Liquid Engines refuel

The Deal
07:17 PM EST, Feb-10-2004

Liquid Engines Inc. has enlisted Washington-based Carlyle Group to lead a second round of $9.2 million in institutional venture capital to expand the startup's marketing of tax and cash management software for companies operating in multiple domestic and international jurisdictions.

The deal brings the Sunnyvale, Calif.-based startup's total funding to $21 million. Liquid Engines declined to disclose a valuation on the current deal, but said that Carlyle, a new investor, put up $8 million of the new capital alongside previous investors Advanced Technology Ventures and Oak Hill Partners, both based in Menlo Park, Calif., Charles River Ventures of Cambridge, Mass., and Catamount Ventures of San Francisco. Santa Clara, Calif.-based Silicon Valley Bank also contributed $1.2 million to the current round.

The money is expected to be the company's final private fundraising, though Carlyle has made a commitment to provide additional funds a year from now if the company requires more cash. Liquid Engines began fundraising for the current round last summer; Carlyle invested in the company while also helping to focus the business.

Liquid Engines raised its first round of $1.8 million in angel investment in March 2001 before raising $10 million from ATV, Charles River, Catamount Ventures, Oak Hill and Silicon Valley Bank in January 2001. Charles Rossotti, a senior adviser with the Carlyle Group, said that while the company has been operating for four years, it took a great deal of time to settle on a vertical market that the startup could successfully exploit.

"They were first trying to apply the technology to a number of problems, including how to buy things online and other applications in addition to tracking taxes of different divisions in multiple jurisdictions," explained Rossotti. "We saw taxes as the most promising use, and we saw beyond that to multinational taxation and worldwide management of cash."

Liquid Engines did not use an outside placement agent or financial adviser in putting the new investment together, and called on Glen Van Ligten and Amy Paye of Heller Ehrman LLP in Palo Alto, Calif., for legal work on the deal. Carlyle enlisted Tom Klein and Shannon Whisenant of Palo Alto's Wilson Sonsini Goodrich & Rosati PC as its attorneys.

Liquid Engines settled on tax management as its chief focus in an environment where compliance and recordkeeping is rendering many in-house tax management protocols obsolete. The company focused on requirements of the Sarbanes-Oxley Act and other legislative actions in the area of tax and legal structure in designing the product and maintains a staff of researchers that provides continual updates to customers on changes in tax law and reporting requirements.

In addition to landing globally and politically connected Carlyle as a new investor, the company has paid a great deal of attention to recruiting prestigious and connected advisers to help design and promote its product. The company boasts 2001 Nobel economics laureate A. Michael Spence as a director, and has a board of advisers that includes Walter Hellerstein, a professor of Taxation at the University of Georgia Law School and a prominent academic authority on state and local tax law.


Liquid Engines CEO Gwen Spertell said the company's access to tax experts and the credibility of its investors will ease marketing to the company's target market of Fortune 100 customers. Rossotti said Carlyle was attracted to the deal as the only comprehensive tax management software available.

He said the company has features in its product to account for mergers and acquisition transactions as well as a variety of changes in equity structure. He added that the company will release a new product for international taxation later this year.

But with the increasing reporting requirements and demand for more transparent and independent corporate accounting, Liquid Engines will likely see competition from new products from startups as well as established accounting and software companies.

Large enterprise resource planning software makers such as Oracle Corp. of Redwood City, Calif., Pleasanton, Calif.'s PeopleSoft Inc. and Germany's SAP AG offer features that include tax calculation and planning functions, but none offer content services that track tax requirements by jurisdiction.

Among startups in the sector are San Ramon, Calif.-based Sabrix Inc., which landed San Mateo, Calif.'s Trinity Ventures as lead investor in a in a $10.5 million third round in May 2003 to support its software products for tax management, with returning investors Mohr, Davidow Ventures of Menlo Park, and Venture Strategy Partners of San Francisco also contributing to the round. Other startups in the sector include the taxware division of Salem, Mass.-based GovOne Solutions LLP and Berwyn, Pa.-based Vertex Inc.

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