Financial Strategies for Start-up Businesses and Venture Capital
Chapter 7
Start-up businesses and venture capital
Corporate Financial Strategy
4th edition
Dr Ruth Bender
Start-up businesses and venture capital: contents
Learning objectives
Financial strategy for a start-up business
Stages in a start-up
Two ways of accounting for the risk
Real options
Venture capital and business angels
Example of corporate venturing
Deal terms will include…
Pre- and post-money
Pre- and post-money example
Anti-dilution clauses, used in a ‘down’ round
Liquidation preference reduces risk and boosts return
2
Learning objectives
1.
Explain how the life cycle model is applied to the start-up stage of a
business.
2.
Contrast the different ways that companies use to account for high
business risk.
3.
Prepare or appraise a venture capital term sheet, and explain the
potential impact of some common investor protection clauses.
4.
Distinguish the various different forms of early-stage financing and
comment on their strengths and weaknesses.
3
Financial strategy for a start-up business
4
Stages in a start-up
5
Business
making R&D
spend
Prototype and
market testing
Production &
commercialization
Chance to become
valuable
The length of each stage depends on the industry and business model
The number of successful entities decreases at each stage
Time
Two ways of accounting for the risk
P
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Probability-adjust the cash flows
to allow for the changes in
probability of success as each
stage is reached
This is more complex
mathematically, but has the
advantage that certain cash
outflows are not discounted at a
high rate
It is theoretically more
appropriate
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A high discount rate is applied to
the whole project to allow for the
overall risk taken on
This is more commonly used,
because it is simpler, but can be
misleading
6
Real options
Multi-stage projects
Timing flexibility
Alternative uses
Growth potential
Exit options
7
Real options take account of the
value inherent in flexibility
Venture capital investors and business angels
V
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C
a
p
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Professional investment firms,
generally investing funds they
have raised as intermediaries
rather than their own money
Have a portfolio of high-risk
investments, often specializing in
a particular sector or a specific
technology
B
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s
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n
e
s
s
A
n
g
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l
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Individuals, often investing their
own money
Often more informal than
professional firms
Investment criteria include:
favourable impression of the
management team, familiarity
with the sector, geographical
proximity, synergy with own skills
8
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Example of corporate venturing
9
http://www.altassets.net/private-equity-news/by-news-type/deal-
news/corporate-vc-bmw-i-ventures-inks-fifth-strategic-investment.html
Deal terms will include
1.
Company’s constitution
2.
Shareholders’ agreement
a.
Details of the investment and the terms attached to each of the securities – e.g.
votes, vetoes, covenants, rights on exit, conversion terms …
b.
Drag along and tag along rights
c.
Pre-emption rights
d.
Board representation rights
3.
Fees
4.
Representations and warranties
5.
Service contracts
6.
Banking agreements
10
Pre- and post-money
11
Pre-
money
value
+ Investment
= Post-
money
value
Pre- and post-money example
Entrepreneur seeks £100,000 in exchange for 10% of the business.
This implies that the business as it stands is worth £900,000 (pre-money)
And after the investment, it will be worth £1,000,000 (post-money)
12
£100,000 = 10% (Pre-money value + £100,000)
£100,000 = (10% x Pre-money value) + £10,000
10% x Pre-money value = £90,000
Pre-money value = £900,000
Post-money value = £900,000 + £100,000 = £1,000,000
Anti-dilution clauses, used in a ‘down’ round
13
If someone else buys more cheaply, you get a refund.
Example
Original VC investors bought ‘A’ shares at £100 per share. The ‘A’
shares will convert into ordinary shares on a disposal, on a 1:1 basis
Next stage investors will buy ‘B’ shares at £50 each
Because the ‘A‘ shares are being diluted, the holders of the ‘A’ shares
are issued with new free(ish) shares, to bring their overall cost down to
£50 per share. This dilutes the founder’s stake. Or, conversion terms
may alter to achieve same effect.
Liquidation preference reduces risk and boosts return
PE company makes sure that on a disposal it gets its money back, or a
multiple of its money. Surplus proceeds are then split between parties
Example, where VC has put in £200,000 for 50% of the equity. Sales
proceeds for equity of £100k, £300k and £1m.
14
OR – the other shareholders may be credited with their own amounts paid for their
shares, in a catch-up exercise before the net proceeds are divided
Exploring financial strategies, stages in start-up businesses, and accounting for risk in the context of venture capital and early-stage financing. Topics include life cycle models, investor protection clauses, and evaluating growth prospects in high-risk environments.
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Presentation Transcript
Corporate Financial Strategy 4th edition Dr Ruth Bender Chapter 7 Start-up businesses and venture capital Corporate Financial Strategy
Start-up businesses and venture capital: contents Learning objectives Financial strategy for a start-up business Stages in a start-up Two ways of accounting for the risk Real options Venture capital and business angels Example of corporate venturing Deal terms will include Pre- and post-money Pre- and post-money example Anti-dilution clauses, used in a down round Liquidation preference reduces risk and boosts return 2 Corporate Financial Strategy
Learning objectives 1. Explain how the life cycle model is applied to the start-up stage of a business. 2. Contrast the different ways that companies use to account for high business risk. 3. Prepare or appraise a venture capital term sheet, and explain the potential impact of some common investor protection clauses. 4. Distinguish the various different forms of early-stage financing and comment on their strengths and weaknesses. 3 Corporate Financial Strategy
Financial strategy for a start-up business Very high Business risk Very low Financial risk Source of outside fundingVenture capital Nil pay-out ratio Dividend policy Very high Future growth prospects Very high Price/earnings multiple Nominal or negative Current profitability (eps) Rapidly growing but highly volatile Share price 4 Corporate Financial Strategy
Stages in a start-up Business making R&D spend Production & commercialization Chance to become valuable Prototype and market testing Time The length of each stage depends on the industry and business model The number of successful entities decreases at each stage 5 Corporate Financial Strategy
Two ways of accounting for the risk Probability-adjust cash flows Use a higher discount rate Probability-adjust the cash flows to allow for the changes in probability of success as each stage is reached A high discount rate is applied to the whole project to allow for the overall risk taken on This is more complex mathematically, but has the advantage that certain cash outflows are not discounted at a high rate It is theoretically more appropriate This is more commonly used, because it is simpler, but can be misleading 6 Corporate Financial Strategy
Real options Multi-stage projects Timing flexibility Alternative uses Growth potential Exit options Real options take account of the value inherent in flexibility 7 Corporate Financial Strategy
Venture capital investors and business angels Venture Capital Business Angels Professional investment firms, generally investing funds they have raised as intermediaries rather than their own money Have a portfolio of high-risk investments, often specializing in a particular sector or a specific technology Individuals, often investing their own money Often more informal than professional firms Investment criteria include: favourable impression of the management team, familiarity with the sector, geographical proximity, synergy with own skills Both venture capital firms and business angels are investing with the aim of a high financial return 8 Corporate Financial Strategy
Example of corporate venturing http://www.altassets.net/private-equity-news/by-news-type/deal- news/corporate-vc-bmw-i-ventures-inks-fifth-strategic-investment.html 9 Corporate Financial Strategy
Deal terms will include 1. Company s constitution 2. Shareholders agreement a. Details of the investment and the terms attached to each of the securities e.g. votes, vetoes, covenants, rights on exit, conversion terms b. Drag along and tag along rights c. Pre-emption rights d. Board representation rights 3. Fees 4. Representations and warranties 5. Service contracts 6. Banking agreements 10 Corporate Financial Strategy
Pre- and post-money Pre- money value = Post- money value + Investment 11 Corporate Financial Strategy
Pre- and post-money example Entrepreneur seeks 100,000 in exchange for 10% of the business. This implies that the business as it stands is worth 900,000 (pre-money) And after the investment, it will be worth 1,000,000 (post-money) 100,000 = 10% (Pre-money value + 100,000) 100,000 = (10% x Pre-money value) + 10,000 10% x Pre-money value = 90,000 Pre-money value = 900,000 Post-money value = 900,000 + 100,000 = 1,000,000 12 Corporate Financial Strategy
Anti-dilution clauses, used in a down round If someone else buys more cheaply, you get a refund. Example Original VC investors bought A shares at 100 per share. The A shares will convert into ordinary shares on a disposal, on a 1:1 basis Next stage investors will buy B shares at 50 each Because the A shares are being diluted, the holders of the A shares are issued with new free(ish) shares, to bring their overall cost down to 50 per share. This dilutes the founder s stake. Or, conversion terms may alter to achieve same effect. 13 Corporate Financial Strategy
Liquidation preference reduces risk and boosts return PE company makes sure that on a disposal it gets its money back, or a multiple of its money. Surplus proceeds are then split between parties Example, where VC has put in 200,000 for 50% of the equity. Sales proceeds for equity of 100k, 300k and 1m. 100,000 proceeds 50,000 300,000 proceeds 150,000 1 million proceeds 500,000 No liquid n pref 100,000 250,000 ( 200k plus half of 100k) 300,000 600,000 ( 200k plus half of 800k) 700,000 ( 400k plus half of 600k) 1x LP 100,000 2x LP OR the other shareholders may be credited with their own amounts paid for their shares, in a catch-up exercise before the net proceeds are divided 14 Corporate Financial Strategy
