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 Ow
nership 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.

In planning for a successful funding campaign, you must expose your investment opportunity to enough investors.

The Kugarand Theory of Investing states that for every …

1 investor who invests,

3 say they will invest, and

15 investors were exposed to your investment opportunity to get to the three to get to the one Investor who actually invests.

For example, if your company is raising $1 million dollars and has a minimum investment of $25,000, then your company is seeking 40 investors,

($1,000,000 / $25,000 = 40). For your company to get the 40 investors to invest, you will need to exposure 600 investors to your investment opportunity,

(40 x 15 = 600 investors).

Find out how many investors you will need to expose to your opportunity using this formula.

A = How much money are you raising?

B = What is your minimum investment amount?

A/B = C

C = Number of investments needed

C * 15 = Number of investors who need to be exposed to your investment opportunity

Now that you understand exactly how many investors need to be exposed to your investment opportunity, you can plan accordingly.

Investor relation campaigns expose, generate and promote investment opportunities to investors through strategic planning of your company’s investment opportunity. Activities to gain exposure include:

? Participation in investor events

? Customized investor events

? Press releases and promotion

? Direct mail campaigns to investors

? Email marketing campaigns to investors

? Investor phone calls

? Web marketing

? Investor interest articles

? Public online investment portals

? Private secure online investment portals with confidential investment information and due diligence documents

Investor relations campaign should include the following:

? Simplified method to communicate opportunity to investors so they will take the time to learn enough about the opportunity to be enticed to invest more time in learning more.

? Combination of group presentations and one on one investor meetings to provide an opportunity for the client to “tell their story”

? Passive marketing to the interest areas of the investor community through email, press releases, and interview on radio and TV broadcasts.

? Direct Mail to reach those investors that do not respond to other means of communication, targeted based on geography and industry preference.

? System to capture investor interest and respond accordingly

? Ongoing communication strategy to communicate updates to investors so they can see the progress and move a semi-interested investor to an interested and motivated investor

? A centralized point of information so that no matter how the investor first hears of the opportunity they have a source of information they can go to.

Learn more at www.launchfn.com

Browndorf PEM works as a full-service financial services firm. It provides a complete suite of financial management and growth products, including Wealth Advisory Services, Life Settlement Portfolios, Distressed Funds and Investment Banking services. To serve its customers seamlessly, Browndorf PEM leverages the potential of its highly professional team of legal, financial and ethical experts.

Browndorf PEM’s management team is led by Matthew C. Browndorf, Esq., the founding and managing member of Browndorf PEM. Before starting the company, Browndorf served as an attorney in Manhattan, New York, at Bryan Cave LLP and Buchanan Ingersoll PC, where he acted as the representative for security brokers and private clients in securities. He has got extensive knowledge in creditors’ rights and bankruptcy.

Jonathan T. Sadowsky is the managing director of finance and portfolio manager of all Browndorf PEM Funds. He previously worked as a fixed income hedge fund portfolio manager and researcher at Barclays Global Investors (BGI) in San Francisco, CA. His areas of expertise include corporate debt, asset valuation, credit default swaps (CDS) and total return swaps (TRS).

Other notable people in the team include Shadi Rafat and William K. Lundy. Shadi Rafat is the managing director of operations at Browndorf PEM and one of the original founders of Browndorf PEM. She leads Browndorf’s operations from every aspect. William K. Lundy is the managing director of investment banking services and an original member of Browndorf PEM. Lundy is specialized in bringing venture capital to emerging growth companies.

At the core of our business model is our close and fiduciary alignment with our private client investors, which are managed through our wealth advisory services and on the most trusted name in custody and clearing.  Through our wealth advisory services core springs the proprietary fund offerings managed by Browndorf PEM and the custom tailored independent offerings through our network of non-affiliated and independent Investment Banking Services – all of which are synergistically focused to meet the unique attributes of a sophisticated and demanding investor base.  With a high profile attorney at the helm, Matthew C. Browndorf, Esq., we have an ideal legal, ethical and compliance infrastructure to compliment our business acumen. Our management team members are highly vested in the company and our unique life settlement hedging strategy allows for insured investments along with alternative investments. We operate three divisions providing products and services: