The act of one company procuring controlling interest/ownership in another
company. Investors often look for companies that are likely acquisition candidates, because the acquiring firms are often
willing to pay a premium to the market price for the shares.
The first individuals to invest
money in the company. They can be either friends and family members, or high net-worth individuals who provide Venture Capital
to seed or early-stage companies. Business Angels can usually add value through their contacts and expertise.
Contractual measures that allow investors to keep a constant
share of a firm’s equity in light of subsequent equity issues. These measures may give investors pre-emptive rights
to purchase new stock at the offering price. In the event a company sells stock at a lower price than the investors paid,
then an adjustment is made to the number of shares held by the investors of that round.
Immediate conversion of an
investor’s priority shares to ordinary shares at the time of a company’s underwriting, before an offering of its
stock on a public exchange.
Benchmarks are performance
goals against which a company's success is measured. Often, they are used by investors to help determine whether a company
will receive additional funding or whether management will receive extra stock. Sometimes management will agree to issue more
stock to its investors if the company does not meet its benchmarks, thus compensating the investor for the delay of his return.
Board of Advisors
An early-stage company should form a board of advisors comprised of people
who can directly impact the development of the organization either via industry experience, fiscal experience for setting
the stage for the financial operation and forecast, and/or via their ability to identify investors and customers. Advisors
may be executives in other companies who might become employees as the company gets funding. They may be seed stage investors,
or key people from companies that might form an alliance or other relationship with the early-stage company. Selecting a Board
of Advisors can be a strategic part of a business’s plan and strategy for development.
Board of Directors
The Directors are elected by shareowners to make policy decisions and to appoint
executives to carry them out. For a private company, the Board of Directors is hand-picked by its initial backers. As the
company engages more outside investors and the securities transactions come under the registration interests of the SEC, the SEC may require that corporate governance performed by the Board include “outside”
non-employee and non-heavily vested directors.
Rights which allow
an investor to take a seat on the firm’s Board of Directors, thus guaranteeing a vote in key decisions regarding operations
and fiscal issues.
means of financing a small firm by employing highly creative ways of using and acquiring resources without raising equity
from traditional sources or borrowing money from the bank. This can be done with barter, or hiring key people in exchange
for shares, or using W-2 income to finance product development and beta testing and other Start-up milestones.
The level of sales at which revenue is equal to operating expenses, resulting
in zero net income. This is a critical milestone in a business’s life cycle and the first step toward profitability.
Bridge loans are short-term financing
agreements that fund a company's operations until it can arrange more comprehensive longer-term financing. The need for a
bridge loan arises when a company runs out of cash before it can obtain more capital investment through long-term debt or
The rate at which the company consumes cash, usually expressed
on a monthly basis. This is an important quantitative measurement because it can reflect the company’s fiscal perspective.
If the company is creative, conserves its limited funds, outsources when it can, gets competitive bids on services, then investors
may feel more comfortable that the company will use investor dollars wisely. In the hey-day of the dot-com,
founders ensured they were paid and rewarded before many other critical things for the business development happened. This
is no longer acceptable.
There are two types of business plans:
1) the business plan that is necessary to run the business which is a living document that must be modified on an annual or
semi-annual basis to reflect changes in expectation and forecast, and what has actually happened. This is sometimes called
the business operation plan. 2) the business plan that the company provides to the investor or lender. It is more extensive
than an executive summary but not as detailed as the business operation plan. It is the key instrument used to communicate
the investment opportunity to investors. The quality of thought involved, and the completeness of key operating, process,
sales and marketing elements in the business plan are used by investors to calibrate the competency of management.
It is the summary of the company’s plans and projections over a 3-5 year period.
An agreement mandating that a firm purchase a leaving entrepreneur’s
stock at a preset price.
Profits paid to an investor who sells a stock, bond or mutual fund at a higher price than
he or she paid for it.
A detailed schedule showing the number of shares
owned by various classes owners typically broken down by common stock holders vs. preferred vs. stock option holders. This
is the definitive document used by entrepreneurs and VCs to determine what part of the company each owns. It
is a great document to plan valuations and funding strategies to show each stage investors how their stock will appreciate
after different milestones are met and to show the later-round investors, secure equity in the company.
The mix of a firm’s debt (short-term and long-term) and owner’s
equity (used to fund the firm’s operation).
The flow of cash in and out of a business. “Cash
flow” is different from the terms “break-even” or “profitable”. In the early days, a company
may have negative cash flow for some period but still look profitable on the books. Or, a company may have a positive cash
flow and yet still lose money (for a time) because of a carry-over debt. Managing cash flow is crucial in an entrepreneurial
firm to meet varying short- term cash needs.
final event to complete the investment, at which time all the legal documents are signed and the funds are transferred.
Assets for an “asset-backed loan” that are pledged to the lender
to secure a loan. The lender has a lien on those assets and can claim them if the borrower defaults on
the loan. In event of a private lender transaction, the lender may approach the opportunity like an investor and hedge their
risk of the short-term loan with equity or use intangible assets like patents and other IP as part of the terms.
An interest in a company, like preferred stock, that can be converted into another form of interest, such as common
stock or cash. There’s usually a rate or an amount attached to it, which can be part of an exit payoff. So if an investor
provides $100K, the investor chooses for that amount plus interest to be converted to shares rather than paid back as a loan.
A promise added to a term sheet, like a founder agreeing to meet certain financing landmarks or an
investor agreeing not to sell shares before a certain time.
The number of potential investment opportunities
to which an investor is exposed. In theory, if you look at more deal flow, you have more options and chances
to see better qualified opportunities. Time and efficiency are directly affected by the investor’s process for screening
and the use of a model or team to filter deals that do not meet the basic requirements.
Money that business owners must pay back with interest. There are many types of debt financing,
from simple commercial loans to bridge/swing loans in which a lender makes a short-term loan in anticipation of equity financing
at a later stage in the development of a business.
value of an investor’s stock is diluted when new money comes in and more stock is handed out. If an Angel’s investment
is diluted, he/she has less “say” about the exit and receives less. In the ideal situation, the value of your
stock should increase because the value of the company has increased by accomplishing key milestones, so although the percentage
you own may decline, the overall value of the stock and your investment is greater. Many entrepreneurs and investors worry
too much about dilution instead of increasing the value of the overall pie by working toward achieving milestones to which
they agreed. When an investment is diluted, the value has decreased and your percentage of the company has decreased also,
so the later investors get many more shares relative to what you own for equal or less money.
Rigorous investigation and evaluation of an investment
opportunity before committing funds. Includes review of the management team's characteristics, business stage and operations,
financial projections, current contracts and agreements, relative to the investment philosophy and investment terms and conditions
established by the investor, prior to committing capital to the fund.
an interest in the business to an outside party or investor to raise money. Sometimes referred to as an Equity Offering, because
the business owners are raising funds by offering ownership in a corporation through the issuing of shares
of a corporation's common or preferred stock.
of business financing, usually involving less than $500K in which outside funds are difficult to obtain. This absence of small
amounts of risk capital is due to the high fixed costs of appraisal and monitoring which those institutional investors must
assume, making it uneconomical for them to invest in small, young firms. The gap is further widened by banks’ reluctance
to make unsecured loans to small ventures. Business Angels make investments that fall in the equity gap, partly relieving
the unfortunate situation.
A synopsis of the key points of a
Refers to an entrepreneur's plans to provide liquidity for investors via an IPO or Merger/Acquisition. Although
the IPO may be the most glamorous type of exit for everyone, the most successful exits of venture investments often occur
through a merger or acquisition. Specifically, the sale or exchange of a significant amount of company ownership for cash,
debt, or equity of another company.
question, "How much of a hockey stick is in the plan?" refers to a financial projection which starts
modestly for a number of months and then rapidly accelerates. “Hockey Stick” projections are an indication that
the entrepreneur’s team has not thought through the actual process of manufacturing, distributing and selling their
product, because with a rapid increase in sales comes a rapid increase in every other operation.
The length of time an investment
remains in the investor’s portfolio. This most often refers to the time a stock is held to calculate capital gains or
losses for tax purposes. The SEC also has rules regarding holding periods for employees and “members”
that own stock. We saw this impact during the dot-com bubble and new “millionaires” saw their
stock value disintegrate after an IPO and their holding period was still in effect. For more information, go to:
Refers mainly to insurance companies,
pension funds and investment companies collecting savings and supplying funds to markets, but also to other types of institutional
wealth (e.g. endowment funds, foundations, etc.).
A venture’s intangible
assets, such as patents, copyrights, trademarks and brand names. Investors use this to judge barriers to entry against competition.
It is difficult to put a value on Intellectual Property because it is worth nothing without an organization that creates revenue
from it, but it is necessary for the company to have any sort of competitive advantage in the marketplace.
(Initial Public Offering)
Issue of shares
of a company to the public by the company (directly) for the first time.
ISO (Initial Stock
A form of stock options which does not incur taxes at the time
the option is exercised. ISOs are preferred by employees because of favorable tax treatment; however, there is a ceiling on
the maximum number of ISOs that can be granted to a single employee in 1 year.
called the expansion stage, firms at this level of development are mature and profitable and often still expanding. Those
with continued high growth rates may get listed on a stock exchange.
The investor who leads a group of investors into an investment. This could be a syndicate
of Angel Investors or Venture Capital firms which co-invest in a particular deal, with an advocate who introduces and coordinates
the other investors.
An investment that has a poor or negative rate of return.
An old Venture Capital adage claims that “lemons ripen before plums.”
Leveraged Buy-Out (LBO)
An acquisition of a business using mostly debt and a small amount of equity. The debt is
secured by the assets of the business.
Category comprising around 90 percent of all Start-ups. These firms merely afford a reasonable living
for their founders, rather than incurring the risks associated with high growth. These ventures typically have growth rates
below 20% annually, have five-year revenue projections below $10M, and are primarily funded internally and rarely seek outside
The legal structure
used by most venture and private equity funds. They are usually fixed-life investment vehicles. The general partner or management
firm manages the partnership using policy specified in a Partnership Agreement. The Agreement also covers terms, fees, structures
and other items to which the limited partners and the general partner agreed. Typically, the outside fund providers who invest
a share of their assets in the venture fund are classified as Limited Partners. They may include pension funds, corporations,
individuals and family trusts, financial and insurance firms, endowments and foundations, and foreign investors.
On termination of a venture fund, these investors typically receive their principal investment bank, plus 80% of the
fund’s capital gains (minus the annual management fee).
The sale of the firm’s assets to one or more
acquirers for distribution to creditors and shareholders in order of priority. Liquidation Preferences allows investors to
force the liquidation of a venture, even against the wishes of management.
Investment jargon for any activity that turns an asset other than cash into
usable money. Typically refers to the event that occurs for the investors to get their cash and return from the investment.
term given to Venture Capital investments that are not generating very healthy returns, but are managing to survive.
The time an investor
must wait before selling or trading company shares subsequent to an exit. Usually in an initial public offering the lock-up
period is determined by the underwriters.
Management Buy-In (MBI)
Purchase of a business by an outside team of managers who have found financial backers and plan to
manage the business actively themselves.
Management Buy-Out (MBO)
Funds provided to enable operating management to acquire a product line or business, which
may be at any stage of development, from either a public or private company.
Organizations that match investors looking for investment opportunities with
entrepreneurs looking for investment funds. The value add and cost for such service varies widely (addressed in Lesson 2: The Investment
Cycle…from Introduction to Marriage).
Financing for a company expecting to go public usually within 6 –12 months; usually
so structured to be repaid from proceeds of a public offering, or to establish a floor price for a public offer.
Enterprise Small Business Investment Companies (MESBICS)
Government-chartered venture firms that can invest only in companies that are at least 51% owned by members
of a minority group or persons recognized by the rules that govern MESBICs to be "economically disadvantaged."
Firms with growth prospects of more than 20% annually and
five-year revenue projections between $10M and $50M. Less than 10% of all Start-ups annually, these entrepreneurial firms
are the backbone of the U.S. economy and are attractive
to Angel Investors and financial institutions as they realize the projections.
Net Present Value (NPV)
A firm or project’s net contribution to wealth. This is the present value of current and future income streams,
minus initial investment.
New Market Tax Credit (NMTC)
A federal government program designed to encourage private investment into companies
that will create jobs in specific markets. Financial institutions that operate venture funds applied for and were granted
tax credits to pass along to their investors. When the venture fund provides equity or debt capital to a company located
in an identified area for job creation (zip code based), then taxes on the capital gains from that investment are reduced
by 35% over seven years.
Prohibiting an entrepreneur from competing with his or her former
firm for a certain amount of time.
Pay to Play
The term used for a participating anti-dilution
clause, meaning that an investor has to pay more money into a company to keep playing and participating in the company’s
promising future at the same level. This is a particularly important characteristic for Venture Capitalists. In the “wolf-eat-dog
world” of big game finance, VCs will unceremoniously dilute early investors as part of their terms negotiation, unless
the investor is willing to step up and participate in the current round they are structuring. Early investors will agree to
be diluted when they think the company may go out of business if they don’t get the VC money, and diluted shares are
better than bankrupt shares. Even diluted shares of a golden cow may still produce the desired ROI if the influx of experience
and capital from the VC can propel the company into a higher level of operation and potential.
Performance and Forfeiture Provisions
Agreements that require entrepreneurs to surrender part of their equity to investors in the event
the firm fails to reach previously agreed-upon financial targets and milestones. These provisions allow investors to protect
their investment if the company performs poorly, and to align the incentives of the entrepreneurs with those of the investors.
Investors’ rights to include their shares in a public offering
at no cost to the investor. They piggyback on top of the company selling the shares, which picks
up all the costs. This clause is for investors with IPO aspirations who will be making a substantial investment with the company
to warrant this type of special consideration.
Private Investment in Public Equity
Although this market is primarily embraced
by market-makers and large private investors, individual investors can make these investments. With the settling of the market,
we have seen this on the rise because companies that prematurely went public during the dot-com period are undervalued as
public companies, so are returning to the private markets to “sell the merits” of investing in their now public
company. If you have an interest in this area of investment, you can subscribe to Herd on the Street newsletter www.herdonthestreet.com and request an invitation to the Friedland Capital PIPE luncheons held throughout the
country on a regular basis. For more information, visit http://www.friedlandcapitalevents.com/attend.htm
An investment that has a very healthy rate of return. The inverse of an old
Venture Capital adage (see Lemons) claims that “plums ripen later than lemons.”
The company or entity into which a fund invests directly.
The value of the company after VCs cash goes into the business.
Pre-Money Valuation + VC Investment = Post-Money Valuation. Post-Money Valuation divided by VC Investment = Percent of VC
Shares of a firm that encompass preferential rights over
ordinary common shares, such as the first right to dividends and any capital payments. In bankruptcy, Preferred shares
or stock is considered second to debt. They can be converted to common stock which has more flexibility for sale or
The value of the company before a VC’s cash goes into the business. VCs use the Pre-Money Valuation to determine
what percent of the company they will own.
Private equities are equity securities of companies that have not “gone public” (in other words,
companies that have not listed their stock on a public exchange). Private equities are generally illiquid and thought of as
a long-term investment. As they are not listed on an exchange, any investor wishing to sell securities in private companies
must find a buyer in the absence of a marketplace. In addition, there are many transfer restrictions on private securities.
Investors in private securities generally receive their return through one of three ways: an initial public offering, a sale
or merger, or a recapitalization.
Legal document used in a public sale
of stock to communicate factual and required information about the company, current status and future prospects. Information
contained in a prospectus is subject to oversight by the SEC and must be the sole marketing document. Use of a Prospectus only varies depending on the Reg. D exceptions (See Lesson
Defines An “Angel Investor,” or If This Is Private Business, Why Is The Government Involved?)
Obtaining capital from investors or Venture Capital sources.
A financial arrangement that allows one party to increase the share of their
equity stake in a venture depending on the performance of the enterprise. Venture Capitalists often use such agreements to
increase their equity stake (and thus gain more control) in investments that are performing poorly.
The reorganization of a company’s capital structure.
A company may seek to save on taxes by replacing preferred stock with bonds in order to gain interest deductibility.
or Redeemable Shares
A company’s right to buy back stock from an
investor at a specified time and at a predetermined price. This is akin to an automatic or forced exit for an investor.
Investors’ right to include their stock at the same price as the owner’s
share as part of a general pool of stock a company offers for sale in a public offering or when the company is acquired. This
may seem like a good move for the private investor. However, it may impact the company’s attractiveness to an investment
banker who might manage the IPO or sales transaction, because it adds a level of complexity if many private investors are
trying to influence registration rights.
Return On Investment (ROI)
The internal rate of return on an investment. A company seeking funds will project an ROI to compel
an investor to place their money with them. There are many elements that can impact the ROI depending on the performance of
the company and their ability to execute the business plan and achieve the milestones. Investors should establish their own
criteria and formula for calculating ROI and then plug the company into that variable to determine if they meet the portfolio
requirements. It could be that a project with higher ROI has a greater risk or the inverse, which needs to factor into the
overall objectives of the investment portfolio.
A promising private company becomes a public company by acquiring or merging
with the already public company, which is usually dormant or flat in growth. There are many pros and cons for pursuing a reverse
merger and therefore should be fully explored before using this as an alternative to an IPO. Reverse Mergers are not
shortcuts to the public market and a decision to do so or to invest in one that is planning to take that action should be
analyzed and pursued for strategic business reasons.
Rights of First Refusal
The right of the investors to have the first choice in whether they want to purchase additional company stock that’s
being offered to new investors. This is fairly common with institutional investors, however Super Angel and Active Angels
may be able to negotiate this if their investment is large enough to consider special considerations or they have the potential
to take the entire round being offered.
Financing provided to companies that have exhausted personal
and Angel sources of capital and require further funds from serious VCs, often to initiate commercial manufacturing and sales.
Sometimes, entrepreneurs will consider their “friends and family round” or the “direct offering round”
their first round. Institutional investors consider their first round to be with “outside” investors.
Working capital for the initial expansion of a company that typically has a product
but needs funding for its initial sales rollout. Could also simply be the round following the first institutional round.
A venture fund, usually established through limited partnership
with Angel Investors, which "loans" money to Start-up and Early-Stage companies. Funds are used to take a
product to market so sales are directly generated from the influx of capital. The company pays the fund a percentage
or royalty on sales until an agreed-upon amount is paid back to the fund for the loan. This falls within the realm of private
equity because it is in effect secured by equity. This is a good investment option for investors who want to spread their
risk over many companies and want to have an ongoing revenue stream from the royalty payments.
special attribute or function of the company’s product which differentiates them from the competition and cannot be
easily duplicated. It is the reason “why” somebody will buy the company’s product.
used to purchase equity-based interest in a new or existing company (seed stage) that still has to be developed and proven.
A Venture Capitalist's return usually comes from preferred stock, a share of profits, royalties or capital appreciation of
common stock. Most Venture Capitalists look for companies with high growth potential.
Lower cost financing from banks or insurance companies, generally a secured loan, on a first priority status by company
Series A Preferred Stock
The first round of stock offered during the seed or early-stage round by a portfolio company
to the venture investor or fund. This stock is convertible into common stock in certain cases such as an IPO or the sale of
the company. Later rounds of preferred stock in a private company are called Series B, Series C and so on.
Business Investment Companies (SBIC)
(Small Business Investment Companies) are lending and investment firms that are licensed by the federal government. Licensing
enables these firms to borrow from the federal government to supplement the private funds of their investors. Some of these
funds engage only in making loans to small businesses or invest only in specific industries. The majority, however, are organized
to make Venture Capital investments in a wide variety of businesses.
process of using contact with one business Angel to find many more such investors through personal referral. Angels in particular
often personally know many others, some of whom may be interested in new investment opportunities.
process of providing an investment amount in increments dependent on time or performance quotas being reached. Staging gives
investors the option to revalue, abandon or expand commitment to the investment. Often, institutional investors will take
a large investment and break it into stages to keep the investee firm focused on achieving the agreed-upon milestones.
A new business that is usually completing its product development and initial marketing. It can be
of any size, but usually small. “Start-up” comes after “seed stage.”
Debt which generates higher interest rates than Senior Debt in exchange for higher risk. This type
of debt gets paid off after Senior Debt at the point of liquidation and is sometimes
packaged with warrants.
A security that can be converted into or exchanged for company stock.
Equity shares of a venture given to
its founder(s) in recognition of his or her effort (sweat) expended to start and build the venture. Entrepreneurs tend to
value their sweat equity more than investors. Sweat equity to create an idea and develop a business plan is not very valuable
because that is the “expected” behavior for an entrepreneur. Sweat equity that gets a product developed or a first
customer on board is significant.
The process whereby
a group of Venture Capitalists or other investors will each put in a portion of the amount of money needed to finance a small
business. A lead investor often coordinates such deals and represents the group’s members. Within the last few years,
syndication among Angel Investors has become more common, enabling them to fund larger deals than they could individually.
The plan stated in the
fund prospectus or offering memorandum specifying the actual transfer of funds from the Venture Capital fund’s limited
partners to the general partners’ control.
Investors’ right to also sell their shares if the founder or another investor
A non-binding agreement setting forth the basic terms and conditions under which an investment will
be made. The Term Sheet is a template that is used to develop more detailed legal documents.
Typically a 3-5 page document which outlines the fundamental business terms of a Venture Investment.
This document serves to drive the final business agreement for closing the deal. Angel Investors operate from the terms within
the direct offering or the private placement memorandum; Venture Capitalists generate their own terms and are negotiated with
the company utilizing ZOPA.
The process by which a company’s
management moves the business from being unprofitable to becoming profitable. Typically, a turnaround involves
restructuring debt, selling off assets or other such activity to minimize financial pressure in order to focus on money-making
activities of the business.
The process of assessing the value or price of something, an estimation or appreciation of worth or
merit. Valuation may be derived from ratios and multiples, discounted cash flows or net assets. Different methods are used
depending on the purpose of the valuation. Financial ratios are used for stable strong companies that are profitable
but may not have assets. Multiples were used heavily during the IPO frenzy a few years ago when a comparable firm
would be targeted and a ratio chosen, such as after tax earnings, then that multiple would be applied to the private company
to estimate what a future value would be to justify the price of the stock currently for sale. Discounted Cash Flow
(DCF) is used in high growth, Early-Stage companies with little or no income stream. Based on the future forecast of the expected
after-tax cash flow for a business for each future year, that amount is discounted back to present value. The risks with this
method are the validity of the forecasts. Net assets are straight-forward for companies in operations with any fixed assets.
Often this is used as part of an overall valuation given when a company is due to be acquired.
Money used to purchase equity-based interest in a new or existing company. A Venture Capitalist's
return usually comes from preferred stock, a share of profits, royalties or capital appreciation of common stock. Most Venture
Capitalists look for companies with high growth potential. Venture Capital offered by business Angels tends to be more speculative
and early-stage than that traditionally provided by the formal Venture Capital industry.
given to stockholders to vote on a company’s operations and financial transactions, including its repurchase of stock,
mergers and seeking more money. These rights give investors a loud say in a company’s future,
including exit events.
Refers to companies who after 3-5 years have neither
gone public, been acquired or filed for bankruptcy.
An option given to an investor to buy
stock in a company at a predetermined time and a predetermined cost. Warrants may not have an expiration date. Outstanding
warrants can postpone an investor’s exit, enabling him or her to become more, not less involved with the company. Warrants
are often included in private loans which investors make as their “icing,” and sometimes are added as part of
an early investor’s option for later investments. Warrants seem harmless as an incentive at the time they are offered
during the Early-Stages of a company's development, but may become an albatross for a company which is trying to secure additional
funding at a higher valuation.
ZOPA (Zone of Possible Agreement)
The range of
investment terms or amounts open to possible negotiation, ranging from the lowest the entrepreneur is willing to accept (the
minimum) to the most the investor is willing to pay (the maximum).