Venture Capital Financing: Structure and Pricing
Question about finance
What careers in finance would be benefitted by a legal education?What type of careers in finance would be best suites to e filled by a lawyer or law school grad? Investment banking, mergers and acquisitions, securities law…? Also, what do you think of these career paths in such a crazy time, and how in demand do you predict these positions will be in 4 years?
Introduction
A venture financing can be structured using one or more of several types of securities ranging from straight debt-to-debt with equity features (e.g., convertible debt or debt with warrants) to common stock. Each type of security offers certain advantages and disadvantages to both the entrepreneur and the investor. The characteristcs of your situation and current market forces will impact the type and mix of security package that is right for you.
Types of Securities
- Senior debt: Which is usually for long-term financing for high-risk companies or special situations such as bridge financing. Bridge financing is designed as temporary financing in cases where the company has obtained a commitment for financing at a future date, which funds will be used to retire the debt. It is used in construction, acquisitions, anticipation of a public sale of securities, etc.
- Subordinated debt: Which is subordinated to financing from other financial institutions, and is usually convertible to common stock or accompanied by warrants to purchase common stock. Senior lenders consider subordinated debt as equity. This increases the amount of funds that can be borrowed, thus allowing greater leverage.
- Preferred stock: Which is usually convertible to common stock. The venture’s cash flow is helped because no fixed loan or interest payments need to be made unless the preferred stock is redeemable or dividends are mandatory. Preferred stock improves the company’s debt to equity ratio. The disadvantage is that dividends are not tax deductible.
- Common stock: Which is usually the most expensive in terms of the percent of ownership given to the venture capitalist. However, sale of common stock may be the only feasible alternative if cash flow and collateral limits the amount of debt the company can carry.
While each of these securities has unique characteristics, they can be grouped into two categories: debt or equity. In structuring a venture financing, the primary question is whether the financing should be in the form of debt or equity.
Disadvantages of Debt to a Company
From a company’s viewpoint, there are two potential disadvantages to debt.
- An excessive amount of debt can strain a company’s credit standing, thereby reducing its flexibility in meeting future long-term financing requirements on a favorable basis. It can also negatively affect a company’s ability to obtain short-term credit. Of course, the form of debt the venture financing takes makes a difference. For example, subordinated debt will have less impact on borrowing capacity than senior debt.
- The venture capitalist has the option of calling his loan if the company is in default of the loan agreement. This remedy, which is not available to him under other financing agreements, puts him in a better position to influence the company’s affairs when it is in default.
Advantages of Debt to a Venture Capitalist
From the venture capitalist’s viewpoint, there are three principal advantages to debt.
- There is a greater likelihood that the venture capitalist will get his principal back and, at least, a small return. Many of the companies in the average venture capitalist’s portfolio are referred to as "the living dead." Needless to say, their performance has turned out to be disappointing. In some cases, these companies are able to repay principal with interest but have limited appeal to potential acquirers or the public. As a result, a venture capitalist with an investment in such a company’s common stock may be unable to recover his investment within a reasonable period, if at all.
- As previously discussed, under certain circumstances the venture capitalist is in a better position to influence the company’s affairs.
- The venture capitalist has a senior claim. However, it should be emphasized that the meaningfulness of a senior claim depends on the marketability of a company’s assets and the amount of equity it has to cushion its creditors’ position. For example, in the case of a start-Lip situation with little or no equity, a senior claim means little or nothing.
Percentage Ownership Needed
While the difference may not be great, depending on the particular circumstances of the company, a debt position involves less risk than an equity position for the venture capitalist. Accordingly, a company should not have to relinquish as much ownership when a financing is in the form of debt. However, this advantage must be weighed against the disadvantages of debt.
No matter how the venture financing is structured, it must be priced so that it is attractive to the venture capitalist. There is no clear-cut answer as to how much ownership a company will have to relinquish to make a financing attractive. Broadly speaking, the greater the potential return perceived by the venture capitalist, the less ownership he will demand. In other words, if a company has a patented product which a venture capitalist thinks is revolutionary and highly marketable, he will undoubtedly settle for less ownership than he would in the case of 4 company with a relatively less attractive product. Thus, his ultimate position will be a business judgment based on his potential return.
Before you enter negotiations with the venture capitalist, you should determine what your company is worth and how much of your company you want to sell. The following procedure can be used to get a rough idea of how much ownership you will have to give up to make the financing attractive.
- Estimate the risk associated with the venture financing. If the investment is very risky, the venture capitalist may be looking for a return as high as 15 times his investment over five years. Conversely, if a relatively low degree of risk is involved, the venture capitalist may be satisfied with doubling or tripling his investment over five years.
- Make a reasonable estimate of the price/earnings ratio applicable to comparable publicly held companies. The market value of the company can then be projected by multiplying forecasted annual earnings by the estimated price/earnings ratio for comparable companies.
- Divide the estimate of the total dollar return the venture capitalist wants by the projected market value of the company. This yields the percentage ownership the venture capitalist will need, as oil the future date, to realize his desired return. It is important to note that any equity financing required during the interim period must be considered in making these calculations.
Case Study
Suppose XYZ Company, Inc., a start-up, needs $500,000. The company’s product appears to have excellent potential. However, because the product is new and unproven, an investment in the company would be extremely risky. Accordingly, it is reasonable to estimate that a venture capitalist would want a potential return of at least ten times his total investment in five years. Management estimates that the company should be able to "go public" at 20 times earnings in five years. Projected after-tax earnings for the fifth year is $1,250,000. Additional long-term financing of $500,000 will be needed at the beginning of the third year.
Scenario I
In the calculations below it is assumed that the venture capitalist who provides the initial financing ($500,000) also provides the subsequent financing ($500,000), and that he wants a return equal to ten times both. However, it should be noted that if the company made satisfactory progress during the first two years, it would be reasonable to assume that the venture capitalist would be satisfied with a lower return on the subsequent financing since it would involve less risk.
Estimate of Total Dollar Return Required Total Investment $ 1,000,000 Estimate of Return Required X 10
$10,000,000
V. Projected Market Value in Fifth Year VI. VII. Projected Earnings $1,250,000 VIII. Estimate of P/E Ratio x 20
$25,000,000
Percentage Ownership Needed in Fifth Year Estimate of Total Dollar Return quired $10,000,000 Projected Market Value of Company in Fifth Year 25,000,000
40% Scenario II
In this set of calculations it is assumed that a second investor provides the subsequent financing ($500,000). The calculations show that the venture capitalist who provides the initial financing ($500,000) would need 20% ownership as of the fifth Year to realize the return he wants. However, since the ownership to be given up for the subsequent financing will reduce his ownership position, he will want more than 20% ownership initially. For example, if it is assumed that 15% ownership will have to be given up for the subsequent financing, the venture capitalist who provides the initial financing would need 23% ownership initially to end up with 20% ownership in the fifth year.
Assume the same facts as Case I, except a second investor provides the subsequent financing for 15% ownership.
Estimate of Total Dollar Return Required Total Investment $ 500,000 Estimate of Return Required X 10
$5,000,000
Projected Market Value in Fifth Year Projected Earnings $1,250,000 Estimate of P/E Ratio x 20
$25,000,000
Percentage Ownership Needed in Fifth Year Estimate of Total Dollar Return required $5,000,000 Projected Market Value of Company in Fifth Year 25,000,000
20%
Thus, it appears that the investment ($500,000) may be attractive to an interested venture capitalist if the principals of XYZ Company, Inc. are willing to give up approximately 23% ownership.
Conclusion
It must be emphasized that the above procedure is highly subjective. And, you should remember that what really matters is how the venture capitalist views the relative attractiveness of a company. Typically, venture capitalists are satisfied with a minority interest. Although a venture capitalist may demand a majority interest, generally they are not interested in operating control. Some of them like to tie the amount of ownership they ultimately get to the performance of the company. For example, a venture capitalist who wants a majority interest initially may give the principals the opportunity to earn part of it back. Such an arrangement can be used to compromise on pricing when there is a significant disagreement between the principals and the venture capitalist.
To entrepreneurs unfamiliar with venture capital, it may appear that the venture capitalist is seeking an extraordinary high return on his investment. However, it is important to understand that, even under the best of circumstances, only a minority of the companies in which the venture capitalists invests will be successful. He is well aware of this, and must make a sufficient return of his successful investments to come out with an acceptable return overall.
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Tags: Capital, Company, debt, equity, financing, Securities, stock, structured, venture
Posted on November 26th, 2009 at 12:43 am
BIRDDOG ALERT: I’m offering 1% finders fee on my 63 unit apartment for sale in Thunderbay Ontario. That’s $22,500.00 in your pocket if you bring the buyer to the table. This is no joke. It will be a win win situation if I can sell my building so please try and find me a buyer and I’ll gladly pay you 1% of the purchase price which amounts to 22.5k. Please email this to all your friends who might need money. Details at: mshinvestments(.)com
Posted on November 26th, 2009 at 12:54 am
I really believe that you are making the complicated business system into a setup that is easy and mainly efficient. I praise your work and really think that you are doing great work.
Posted on November 26th, 2009 at 1:32 am
I've been in Finance for so long that I've decided that I wanted to do a different degree that was along the lines of my future goals… Law. I did my BBA in Legal Studies. I was a Finance major at first. I will suggest that you stick with the Finance Major vs the Business Administration. I mean if you think about what exactly is the B.A. offering you when the bottom line of the degree is in Business Administration? To have a specialty gives you a 'know-how' that makes you more adept in taking on positions that offer stellar pay as Finance and Accounting is known for. Each person is different in terms of what they want to do with their future goals. I normally see students minor in Business Administration if their Undergraduate Degree is in a totally different realm. This is only to signal to the employer that you are versatile and have business skills. If you are a business student I suggest Finance if this is what you want. Finance is definitely interesting and keeps you on the toes not just in the sense of performing statistical analysis but also conducting market and financial research including technical analysis which keeps you in the loop of world news as much as national news. You begin to witness the chain in global commerce & media and how it effects one another and inevitably effects the market as well as consumers far and near.
Another point that comes to mind is the institution that is granting the Finance degree. What is their reputation in the Finance Department? Are they first class? Are they top-rated? Usually the "glamourous pay but slave to your job" are firms off of W-Street which hit Ivy league schools to join their Associate or Summer programs. These programs, once selected ..highly selective, gear you up for positions such as equity or fixed-income analysts. Again, the pay is here, the perks are there, but you get no life. If you're looking to have that lifestyle then ensure your alma-matter can deliver. Your grades will obviously have to stand on its own and well .. if you have connections then use them.
If you want something more exciting in Business then go for Marketing. I'm leaning to the Marketing aspect in my MBA program which will play instrumental in my Entertainment Law (Law, Marketing, Finance (Budgeting)).
Good luck with everything.
P.S. I suggest you take a few finance classes (required and as an elective) before you decide.
Posted on November 26th, 2009 at 1:40 am
It is a problem in a matter of law.
You should turn to your laywer for professional advice.
Posted on November 26th, 2009 at 3:24 am
There are a lot of different opportunities. You can work in commercial banking, as a loan officer, and work your way up. You can work for the government as a financial examiner or something of the sort. Also, finance is a fantastic degree if you want to do something with insurance, i.e. a claims adjuster, claims representative, or an underwriter. Finance will also give you the necessary knowledge to go into Real Estate too. So, obviously one of the benefits of having this degree is flexibility. It also easily transitions into an MBA (although not required or necessary.) Another benefit (depending on your school) is that finance is sometimes seen as an applied math degree, just depending on the difficulty of the major at your school. Hope this helps!
Posted on November 26th, 2009 at 10:00 pm
We place a higher value on not losing money than on gaining it
Posted on November 27th, 2009 at 8:19 am
I wish I could teach the world:
Don't ever carry credit card balances – it ruins your credit
Don't even think of leasing a car – its moronic
Don't ever rent furniture
Don't ever buy a time share
Don't even think of financing furniture – save up for things.
Save to buy a car, as much as possible.
Put 20% down on a house – even if you think your friends will make fun of you for having a small house.
Put money away in a ROTH, 401K – as much as possible
Become as self- insured as possible – stop making insurance companies rich
Always have 6 months worth of living expenses socked away.
/
Posted on November 27th, 2009 at 3:48 pm
Yes, 13dankster, I AM a genius. You, obviously, are not. Look, if you never went to college and have a low IQ, then I’m sure his book might be helpful to you. For a financial illiterate, he can help you understand cash-flow management. Dr. Seus is very useful for 5 year old children too. Every book has its right audience and its natural target market. For guys like you, maybe his book is actually helpful, but for the rest of us this is really basic stuff.
Posted on November 27th, 2009 at 5:53 pm
I am sorry i dont know.
Posted on November 27th, 2009 at 8:22 pm
There is no such thing as a Finance generalist or Finance specialist. Here are some sample job titles:
Financial Manager
Financial Controller
Financial Adviser
Posted on November 28th, 2009 at 3:50 am
As “Michael Gerber” would say: “Entreprenuers become Business Owners, because they are successful at what they do”… this doesn’t always mean they went to business school first…
My staff and I are reminded daily (as QuickBooks Consultants) of such the truth and many Wise and Successful Entreprenuers, struck out on the own, with courage and bravery – not business education.
Posted on November 28th, 2009 at 4:20 am
excellent work!
Posted on November 28th, 2009 at 6:46 am
I’m not a newbie in the business world. Only idiots that don’t understand the basics of cash-flow management, perhaps like you 13Dankster, are newbies. Did YOU even go to university?? How could anybody hold any position in the business world without knowing these simple principles? Sorry pal, but your Community College business diploma doesn’t cut it…
Posted on November 28th, 2009 at 7:42 am
OK Einstein. Clearly you are a freaking genius. Sorry to ever insinuate that this type of information could be valuable to someone. The fact is that there are thousands of UPPER MANAGEMENT personnel across the world that continue to buy this book and schedule the authors for seminars. Clearly they should be contacting you so they can learn from the greatest gift to finance ever known with your state college bachelors degree.
Posted on November 28th, 2009 at 1:23 pm
Thank you for the useful information.
I’ve seen directors of companies just agree blindly to the numbers, oh they may ask a few questions to seem educated but on the whole the finance team are in charge.
I’ve also seen the finance team massage the numbers to make them fit.
Posted on November 28th, 2009 at 8:07 pm
Set up a basic credit criteria, in which based on your clients credit score or certain qualifying options that you create, you base your credit line. Ok to make this easier, you could for example use a 90% credit line for clients whose credit score (or other certain criteria because companies sometimes don't look for a certain score but more or less other items they deem necessary) is 800 or more and it goes down from there…so as if a new client you have has a 500 score you could issue them only a 10% financing line. Second, after you set your standards, go ahead and work out your governing contracts, what is your interest rate (check with other similar companies in the field)? What is your late fee and when are payments due..how about penalties? Boy, that's enough for now huh!
Posted on November 28th, 2009 at 8:56 pm
Please be aware of what you are proposing on getting yourself into. Please do more research first.
Reminder: We are in a World-wide Recession.
Warning> Jobs in the field of Law are drying up fast!! This is just not a good field to invest time and/or money into. This is a SHRINKING vocational field. Many reasons. Many people today (mistakenly) think they can do their own legal work, thanks to the Internet. Also, we simply already have way too many Legal Professionals – we have an absolute glut!! ("Legal Professionals" includes, but is not limited to: Attorneys/Lawyers, Paralegals, Legal Assistants, Legal Secretaries, Bailiffs, Court Reporters, etc, etc)
Regarding being a Paralegal: Employers (usually law firms) in the field of Law today want employees with Bachelors degrees from traditional colleges/universities. Those "certificates" you see advertised aren't worth the paper they are printed on – they are generally scams. (I found this out the hard way.)
Cost of law school to be lawyer, approx $150,000+.
Be prepared to take on a lot of debt.
Even if you finish law school, you won't be able to find a job when you are done. Since this vocational field is shrinking, many new attorneys/lawyers are, themselves, having to work "down" as Paralegals, Legal Assistants, Legal Secretaries, Bailiffs, Court Reporters, etc, etc, to simply try to keep some of their bills paid <<this would be your competition. And the competition is fierce!!
Now… the law schools know this, but they won't tell you the truth >that the job market/economy is just saturated with way too many Legal Professionals. Instead the schools will feed you a fairytale and will lie to you. The root of the problem is we have too many law schools. We are in a recession, and the schools are fighting for their own survival – they will tell students anything to get to the students' money. (Which is why they won't tell you the truth about the job market for the field of Law.) And these schools continue to recruit and churn out even more graduates………….
If you don't believe me, then just do a search here on Yahoo Answers to see what other posters are saying about the current status of the field of Law. Call some local law firms – ask to speak to the Manager of Human Resources – ask them if they are hiring; ask them what they think about job availability in the field of Law………………
In the book "So You Want to be a Lawyer?" by Marianne Calabrese and Susanne Calabrese (ISBN 0-88391-136-1): "The United States has more lawyers than any other country in the world. About 38,000 students graduate >each year< from the 200+ law schools in the United States. The competition is very keen for jobs and clients." – Even Associate Justice Antonin Scalia (who served on the U.s. Supreme Court for more than 20 years) says there are too many lawyers. (9/14/2008)
Check out these websites: http://informeddecisionmaking.blogspot.com
http://calicocat.com/2004/08/law-school-big-lie.html
http://abajournal.com/news/triplt_bad_news_for_law_students_three_firms_aX_summer_associate_programs/
http://abajournal.com/news/as_rio_tinto_saves_millions_other_corps_will_outsource_too_counsel_says/
(A link to a website does not constitute endorsement.)
If you want a job when you are done with your studies, consider and look into the field of >>>Healthcare! I spoke to a career counselor from Jobs and Family Services, and HE told me that this is where the jobs are, and future job availability! and scholarships!
Good luck.
(This is based on my current knowledge, information, and belief. This was intended as personal opinion, and not intended to be used as legal advice. Please be careful and do your research.)
Posted on November 29th, 2009 at 1:48 am
Very few preachers start a church on their own. They spend some time learning the practical details while working in an established church.
As to how they make a living, did you imagine that what comes in by way of the Sunday collection plate is all they get? The larger donations come from people who are solicited personally, people who can donate thousands, perhaps even millions, in a single check. Those large donations are then invested in real estate and other assets, against which the church can borrow as necessary.
And those are just the relatively honest ones.