If FTX is liquidated, who ends up controlling Anthropic?

By Ofer @ 2022-11-15T15:04 (+63)

[EDIT: The original title of this question was: "If FTX/Alameda currently control Anthropic, who will end up controlling it?". Based on the comments so far, it does not seem likely that FTX/Alameda currently control Anthropic.]

If I understand correctly, FTX/Alameda have seemingly invested $500M in Anthropic, according to a Bloomberg article:

FTX/Alameda were funneling customer money into effective altruism. Bankman-Fried seems to have generously funded a lot of effective altruism charities, artificial-intelligence and pandemic research, Democratic political candidates, etc. One $500 million entry on the desperation balance sheet is “Anthropic,” a venture investment in an AI safety company. [...]

That seems consistent with the following excerpts from this page on Anthropic's website:

Anthropic, an AI safety and research company, has raised $580 million in a Series B.

.

The Series B follows the company raising $124 million in a Series A round in 2021. The Series B round was led by Sam Bankman-Fried, CEO of FTX. The round also included participation from Caroline Ellison, Jim McClave, Nishad Singh, Jaan Tallinn, and the Center for Emerging Risk Research (CERR).

Is it likely that FTX/Alameda currently have >50% voting power over Anthropic? If they do, who will end up having control over Anthropic?


Ben_Kuhn @ 2022-11-15T16:10 (+40)

Is it likely that FTX/Alameda currently have >50% voting power over Anthropic?

Extremely unlikely. While Anthropic didn't disclose the valuation, it would be highly unusual for a company to take >50% dilution in a single funding round.

stuhlmueller @ 2022-11-15T16:20 (+34)

This paywalled article mentions a $4B valuation for the round:

Robi Rahman @ 2022-11-15T16:54 (+12)

In that case, FTX and other series B funders held about a 14% stake in Anthropic. If FTX is liquidated and someone ends up owning their share, what does it get them? A seat on the board?

Jonathan Yan @ 2022-11-16T01:23 (+4)

Why does Anthropic have a valuation at all? "Anthropic is a public benefit corporation", according to its homepage. Is it still allowed then to distribute profits?

ofer @ 2022-11-16T06:38 (+5)

Is it still allowed then to distribute profits?

Yes.

Daniela Amodei, co-founder of Anthropic, said in an interview:

[...] And so what is a public benefit corporation? Why did we choose that structure?

So they're fairly similar to C corporations, which is any form of standard corporate entity that you would encounter. And what that means is we can choose to focus on research and development, which is what we're doing now, or on deployment of tools or products, including down the road for revenue purposes if we want to. But the major difference between a PBC and a C corporation is that in a public benefit corporation, we have more legal protections from shareholders if the company fails to maximize financial interests in favor of achieving our publicly beneficial mission. And so this is primarily a legal thing, but it also was very valuable for us in being able to just appropriately set expectations for investors and employees, that if financial profit and creating positive benefit for the world were ever to come into conflict, it was legally in place that the latter one would win.

[...]

Hadrian @ 2022-11-15T18:25 (+21)

What happens to those $500 mil shares depends almost entirely on Anthropic's governing documents, which are not public AFAICT.  It could be they are entirely non-voting class shares.  The FTX estate/bankruptcy trustee will try to liquidate them, i.e. will try to sell the shares.  Whether there are limitations on who they can sell the shares to also depends on Anthropic's governing documents.  I know Anthropic has some bespoke governance structure, but I don't know the specific terms.

From the little I know about Anthropic, getting anything like dollar-for-dollar on those shares is going to be very hard.

Also, my guess is that these shares were held by SBF and he just intermingled his funds with FTX's based on the leaked balance sheet.  Which isn't to say that they won't be taken by the FTX estate - very likely they will - but it's a complication because they'll have to prove they can reach SBF's personal assets first (at this point, won't be hard).

Jason @ 2022-11-15T17:29 (+7)

If the market value of that stake is less than FTX paid, the debtor-in-possession's first thought is going to be whether this is potentially avoidable as a fraudulent conveyance. I don't have the desire to explore that possibility, but the sum is large enough that the DIP could be interested in an argument that FTX overpaid while insolvent and was motivated by ideological reasons rather than business judgment. Otherwise, the equity stake will presumably be sold.

donegal @ 2022-11-16T07:38 (+1)

Is it possible that SBF-linked funds haven't yet been transferred to Anthropic or that Anthropic would have to return these funds?