venture capital. venture capital fund (vcf) defined a fund established in the form of a company or...
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VENTURE CAPITAL
VENTURE CAPITAL FUND (VCF) DEFINED
• A FUND
• ESTABLISHED IN THE FORM OF A COMPANY OR TRUST
• WHICH RAISES MONEY
• THROUGH LOANS, DONATIONS, ISSUE OF SECURITIES OR UNITS AS THE CASE MAY BE
• AND MAKES OR PROPOSES TO MAKE INVESTMENTS
• IN ACCORDANCE WITH REGULATIONS
[SEBI – (VCP) REGULATIONS 1996]
VENTURE CAPITAL DEFINED
• AN EQUITY OR EQUITY FEATURED CAPITAL
• SEEKING INVESTMENT IN
• NEW IDEAS, NEW COMPANIES, NEW PRODUCTION, NEW PROCESS OR NEW SERVICES
• THAT OFFER THE POTENTIAL OF
• HIGH RETURNS ON INVESTMENTS
(INTERNATIONAL FINANCIACE CORP. – IFC)
MEANING
• SOURCE OF LONG TERM FINANCE
• PROVIDED TO SMALL OR MEDIUM SIZED BUSINESS
• PROMOTED BY INDIVIDUALS OR FIRMS
• INVOLVING NEW TECHNOLOGY OR PRODUCTS
• INVESTMENT BY MEANS OF EQUITY FINANCE ON PROJECTS
VENTURE CAPITAL IMPLIES, CAPITAL COMMITTED AS SHAREHOLDINGS FOR THE FORMATION AND SETTING UP OF FIRMS SPECIALISING IN NEW IDEAS OR NEW
TECHNOLOGIES WITH AN ELEMENT OF RISK FOR THE OWNHERS OR SHAREHOLDERS BUT WITH A
POTENTIAL FOR RAPID GROWTH
WHAT ELSE DO VCs PROVIDE?
IN ADDITION TO RISK CAPITAL, VENTURE CAPITALISTS PROVIDE MANAGERIAL, COMMERCIAL, TECHNICAL, FINANCIAL AND ENTREPRENEURIAL SERVICES TO THE FIRM TO ACHIEVE OPTIMUM PERFORMANCE
VENTURE CAPITALISTS INVESTING KNOWLEDGE AND OPERATING EXPERIENCE ARE AS VALUABLE AS THEIR CAPITAL.
ACT AS AN ENGINE OF ECONOMIC GROWTH
CHARACTERISTICS OF VENTURE CAPITAL INVESTMENT
• EQUITY INVESTMENT
• SUBSTANTIAL / MINORITY EQUITY SHARES
• NOT TO “TAKE-OVER MANAGEMENT” BUT TO “SUPPORT THE COMPANY”.
• BOARD POSITION DESIRED BUT NOT MANDATORY
• PASSIVE/ACTIVE INVESTOR
• EXIT IS VERY IMPORTANT – USUALLY 3-5 YEARS
• EARLY STAGE/EXPANSION STAGE/LATER STAGE
IDEAL VENTURE CAPITAL INVESTOR
• EX-INDUSTRY-KNOWLEDGE OF INDUSTRY, OF DEAL STRUCTURING AND OF EXISTS
• INDUSTRY AND VENTURE CAPITAL NETWORK
• ABILITY TO STAY OVER 2 TO 3 ROUNDS
• ASSISTANCE WITH BUSINESS STRATEGY, RECRUITMENT, FUND RAISING, PARTNERING,CUSTOMER CONTACTS AND EXISTS (IPO, M & A) / ACTIVE BOARD PARTICIPATION
VC CONCEPTS: VENTURE CAPITAL VS. DEBT FINANCE
VENTURE FINANCE DEBT FINANCE
OBJECTIVE MAXIMIZE RETURN INTEREST PAYMENT
HOLDING PERIOD 2 – 5 YEARS SHORT/LONG TERM
INSTRUMENTS COMMON SHARES, CONVERTIBLE BONDS, OPTIONS, WARRANTS
LOAN, FACTORING, LEASING
PRICING PRICE EARNINGS RATIO, NET TANGIBLE ASSETS
INTEREST SPREAD
COLLATERAL VERY RARE YES
OWNERSHIP YES NO
CONTROL MINORITY SHAREHOLDERS, RIGHTS PROTECTION, BOARD MEMBERS
COVENANTS
IMPACT ON B/S OF FINANCED
REDUCED LEVERAGE INCREASED LEVERAGE
EXIT MECHANISM PUBLIC OFFERING, SALE TO THIRD PARTY, SALE TO ENTREPRENEUR
LOAN REPAYMENT
VC CONCEPTS: VENTURE CAPITALISTS VS. BANKER
• BANKER IS A MANAGER OF PUBLIC MONEY WHILE THE VENTURE CAPITALIST IS BASICALLY AN INVESTOR
• VENTURE CAPITALIST GENERALLY INVESTS IN NEW VENTURES STARTED BY TECHNOCRATS WHO GENERALLY ARE IN NEED OF ENTREPRENEURIAL AID AND FUNDS.
• VENTURE CAPITALISTS GENERALLY INVEST IN COMPANIES THAT ARE NOT LISTED ON ANY STOCK EXCHANGES. THEY MAKE PROFITS ONLY AFTER THE COMPANY OBTAINS LISTING.
VC CONCEPTS: VENTURE CAPITALISTS VS. BANKER
• THE MOST IMPORTANT DIFFERENCE BETWEEN A VENTURE CAPITALIST AND CONVENTIONAL INVESTORS AND MUTUAL FUNDS IS THAT HE IS A SPECIALIST AND LENDS MANAGEMENT SUPPORT AND ALSO
• FINANCIAL AND STRATEGIC PLANNING
• RECRUITMENT OF KEY PERSONNEL
• OBTAIN BANK AND OTHER DEBT FINANCING
• ACCESS TO INTERNATIONAL MARKETS AND TECHNOLOGY
• INTRODUCTION TO STRATEGIC PARTNERS AND ACQUISITION TARGETS IN THE REGION
• REGIONAL EXPANSION OF MANUFACTURING AND MARKETING OPERATIONS
• OBTAIN A PUBLIC LISTING
WHERE DOES A COMPANY LOOK FOR FUNDS?
• FRIENDS, RELATIVES, ASSOCIATES FAITH MONEY
EQUITY /DEBT NO VALUE-ADD
• ANGELS: EX-ENTREPRENEUR
EQUITY, OPERATIONAL KNOWLEDGE, SEED STAGE
• VENTURE CAPITAL
EQUITY, OPERATIONAL KNOWLEDGE (NOT COMPULSORY), VALUE-ADD, EARLY EXPANSION STAGE
• PRIVATE EQUITY
EQUITY, LARGE AMOUNTS, LATER STAGE/PRE-IPO, NO INDUSTRY VALUE ADD
• BANKS
ASSET BACKED, HIGH FIXED COSTS
VENTURE CAPITAL: STAGES OF FINANCING
SEED MONEY STAGE: SMALL AMOUNT OF FINANCING NEEDED TO PROVE A CONCEPT OR DEVELOP A
PRODUCT. MARKETING IS NOT INCLUDED IN THIS STAGE
START-UP: FINANCING FOR A FIRM THAT STARTED UP IN THE PAST ONE
YEAR. FUNDS ARE LIKELY TO PAY FOR MARKETING AND PRODUCT
DEVELOPMENT
SECOND-ROUND FINANCING: FUNDS EARMARKED FOR WORKING
CAPITAL FOR A FIRM THAT IS SELLING ITS PRODUCT, BUT IS STILL
LOSING MONEY
FIRST-ROUND FINANCING: ADDITIONAL MONEY TO BEGIN SALES AND MANUFACTURING AFTER A FIRM HAS SPENT ITS
START-UP CAPITAL
THIRD-ROUND FINANCING: FINANCING FOR A FIRM THAT IS
BREAKING EVEN AND IS CONTEMPLATING AN EXPANSION
PROJECT
FOURTH-ROUND FINANCING: MONEY PROVIDED FOR FIRMS
THAT ARE LIKELY TO GO PUBLIC SOON. ALSO KNOWN AS BRIDGE
FINANCING
KEY WORDS: PRE-MONEY POST-MONEY SHARE PRICE
VENTURE CAPITAL DEAL
PRE-MONEY
STATE OF AFFAIRS IMMEDIATELY PRIOR TO THE TRANSACTIONPOST-MONEY
STATE OF AFFAIRS IMMEDIATELY AFTER THE TRANSACTION
PRE-MONEY VALUATION = SHARE PRICE*PRE-MONEY SHARES
INVESTMENT = SHARE PRICE*SHARES ISSUED
POST-MONEY SHARES = PRE-MONEY SHARES+SHARES ISSUEDPOST-MONEY VALUATION = PRE-MONEY VALUATION+INVESTMENT FRACTION OWNED = INVESTMENT/POST-MONEY VALUATION = INVESTMENT/PRE-MONEY VALUATION
+ INVESTMENT
VENTURE CAPITAL DEAL EXAMPLE
SAY AN INVESTMENT OF INR 20 CRORE AT INR 30 CRORE “PRE-MONEY VALUATION, MEANS INVESTOR WILL OWN 40 PERCENT OF THE COMPANY AFTER INVESTMENT
FRACTION OWNED = 20/30+20 = 2/5 = 40%
LET’S ASSUME COMPANY HAS 15 LAC SHARES OUTSTANDING PRIOR TO INVESTMENT
THEREFORE, THE PRICE PER SHARE:
SHARE PRICE = PRE-MONEY VALUATION / PRE-MONEY SHARES (IN LACS)
= 3000 / 15 = INR 200.
SHARE ISSUED = INVESTMENT / SHARE PRICE = 2000/200 = 10 LACS
VENTURE CAPITAL
MAJOR POINTS TO REMEMBER IN A VENTURE CAPITAL NEGOTIATION ARE
• IT’S ONLY MONEY
• ONCE THE TERMS ARE AGREED UPON, KEEP YOUR SENSE OF HUMOUR, A DEAL WILL CLOSE
• HIRE A DEAL -MAKING LAWYER OR A CONSULTANT
• LET HIM DO HIS JOB
• SHOW UP AT CLOSING TO COLLECT YOUR CHEQUE (UNLESS FUNDS ARE WIRE TRANSFERRED)
• CASH THE CHEQUE
VENTURE CAPITAL
THINGS TO AVOID THAT COULD KILL THE DEAL
• TURNING THE NEGOTIATION INTO THE PERSONAL COMPETITION WITH THE VENTURE CAPITALISTS (THE EGO FAULT)
• FORGETTING THAT PRICE IS NOT EVERYTHING
• PITTING THE VENTURE CAPITALISTS AGAINST EACH OTHER
• HAVING YOUR BROTHER-IN-LAW, DIVORCE LAWYER, CLOSE THE DEAL
• SHOOTING YOURSELF IN THE FOOT AT A FINAL SHOWDOWN
VENTURE CAPITALIST’S INVESTMENT PHILOSOPHY
INVESTMENT PHILOSOPHY OF FEW SELECTED VENTURE CAPITALISTS
ANDY RACHLEFF OF BENCHMARK CAPITAL
“ WE ARE FOCUSED ON ONE, AND ONLY ONE MISSION: TO HELP TALENTED ENTREPRENEURS BUILD GREAT TECHNOLOGY COMPANIES. THAT’S WHAT DRIVES US AND EVERYTHING WE DO – FROM HOW WE ORGANISE OUR FIRM TO OUR INVESTMENT STARATEGY”.
JOHN DOERR OF KPCB
“ INVEST IN INNOVATIVE COMPANIES WITH A COMPELLING VISION, THAT ARE LIKELY TO BE BIG WINNERS”.
JEFF MOORE OF MOHR DAVIDOW (MDV)
“ INVEST IN COMPANIES CAREFULLY, SELECTING THOSE THAT MATCH UP WELL WITH OUR PARTNER’S OWN KNOWLEDGE AND EXPERIENCES”.
JEFF MOORE OF MOHR DAVIDOW (MDV)
“WE LIMIT THE NUMBER OF COMPANIES THAT WE WILL INVEST IN AS MUCH AS WE ARE COMMITTED TO ADDING VALUE TO EACH AND EVERYONE OF OUR PORTFOLIO COMPANIES PROVIDING THEM THE ATTENTION THEY NEED.
Business plan
• A plan which explains the nature of the proposed venture’s business, what it wants to achieve and how it is going to do it. The plan should include;
• Background of the venture• The details of product/service• Market analysis• Business operations• The management team
Contd.
• Marketing arrangements
• Financial projections
• Sources and uses of financial requirements
• The exit route/opportunities
VC financing - process
• Deal origination- referral system, active search, intermediaries
• Screening- initial investigation• Due diligence- detailed evaluation basically
focusing on techno-economic evaluation, evaluation of the entrepreneur in terms of integrity, long term vision, urge to grow, managerial skills and commercial orientation
VC financing process
• Risk analysis- product risk, market risk, technological risk, entrepreneurial risk, other related risks
• Deal structuring- terms and conditions of the deal, amount, price, protective rights to control, exit route etc.
• Post investment activities- extent of involvement by the VCF
• Exit plan- IPO, Acquisition by other co. purchase by promoter, management buy out etc.
Methods of financing
• Equity- not more than 49%• Conditional loan- no interest on such loans. Repayment in
the form of royalty i.e. certain percentage of sales after generation of sales.
• Income note- it is a combination of conventional and conditional loan. Interest and royalty both are paid at a lower rate.
• Other methods- debentures, convertible loan stock, special ord. shares (voting right without commitment of dividend
•
Pvt. Equity vs. Venture capital
• Risk• Higher hurdle rate• Investment in ongoing business/new
venture• Burden of repayment• Stake/ownership• Pvt. Equity is a broad term which includes
venture capital also.
Role of Angel in VC
• Angels are individuals who are interested in providing finance at the initial stage. They either have the related experience and expertise or the knowledge about the product.
• They actively guide and support the entrepreneurs at different levels.
• The cost of funding is comparatively higher