07 - VC Financing Co Creation and Expansion
07 - VC Financing Co Creation and Expansion
07 - VC Financing Co Creation and Expansion
Venture Capital
Atul Kedia
VC: Financing company creation and
expansion
Sessions 7
Authorized for use only in PEVC course at IIM Indore from Oct 2020 to Jan 2021. 2
Lifecycle of a Company
Authorized for use only in PEVC course at IIM Indore from Oct 2020 to Jan 2021. 3
Seed Financing
Riskiest and most complex
High uncertainty – trust the idea of the entrepreneur
Limited managerial role by investor at this stage
Can the idea generate output?
Does the output has marketability?
Investment in an idea or R&D project
R&D Project → Patent → Product
100/10/1 rule
VC needs to have high ‘threshold’ and invest in multiple projects
Winning project may not be the first one!
Bootstrapping: self-financing by entrepreneurs (control vs. value creation)
Business Angels (BAs): High-net-worth individuals
Authorized for use only in PEVC course at IIM Indore from Oct 2020 to Jan 2021. 4
Start-up & Early Growth
Start-up Financing
Funding initial operations; betting on a business plan
Need for cash to buy initial equipment (inventory, P&M, building etc.)
Risk remains high
VC should protect her/his interest, e.g. by using put option
Balance between investment and management
Authorized for use only in PEVC course at IIM Indore from Oct 2020 to Jan 2021. 6
Funding in stages
Funding basis milestones achieved
Good way of unlocking value at a higher price
Brings in discipline for the entrepreneur
Helps investors safeguard their future
investments in case the venture doesn’t go well
Stop ‘feeding losses’
Tranches:
maybe designed in the same Term Sheet to be
invested basis milestones
drawback – all investments at initial valuation
resulting in higher equity dilution
Authorized for use only in PEVC course at IIM Indore from Oct 2020 to Jan 2021. 7
Deal pricing
Common question: what percentage of equity stake to offer against an amount of investment?
Negotiation depends on formal due diligence and valuation
Pricing involves placing a value on the business, establishing share price and equity stake
Pre-money value refers to the value prior to the addition of investor capital
Post-money value = pre-money value + additional investment
Pre-money value and amount invested determine the investor’s ownership percentage
Example:
Pre-money valuation = $4 million; outstanding shares = 1.5 million
New investment = $1 million
Post-money valuation = $4m + $1m = $5 million
Investor’s shareholding = $1m / ($4m + $1m) = 20%
Share price = $4m / 1.5m = $2.66
Authorized for use only in PEVC course at IIM Indore from Oct 2020 to Jan 2021. 8
Case study
Nina has been working on a new energy technology on part-time basis for the past 3 years
She now wishes to focus fully on it and, along with Rahul, invest next one year on development
With their existing savings, they start a new venture – EnerTech
At incorporation:
1 mio common shares are issued (Nina 60%, Rahul 40%)
9 months:
Things speed up, they need to have 2 FTEs and purchase equipment
With the above, prototype should be ready in 6 months
Savings are drying up; they need an investor to save the venture
Seed Round:
VC1 (Seed funding) values the venture at $2.5 mio and is ready to invest $1.5 mio
Authorized for use only in PEVC course at IIM Indore from Oct 2020 to Jan 2021. 9
Case study contd…
After 8 months, prototype EnerPro is ready
Energy experts are impressed, though it’s yet to be transformed into a product
Long way to go, new investments required to further develop into a promising product
Additional engineers, development lab, offices, machines
Series-A round – Early-stage phase:
VC2 finds it promising; sits with EnerTech and determines funding requirement of $8 mio
VC2 will invest $6 mio with VC1 co-investing $2 mio at the same terms
Pre-money valuation is agreed at $15 mio
Another condition by VC2: set up ESOP plan with 5% of o/s shares, post-money
Authorized for use only in PEVC course at IIM Indore from Oct 2020 to Jan 2021. 10
Case Study contd…
After 1 year, EnerPro is in production
Additional funds are required to further develop production & invest in sales channels
Though the venture looks very promising, it is still ‘burning’ cash
Series-B round – Growth phase:
Basis initial due diligence, VC3 and VC4 (syndicate) submit TS to fund $15 mio out of $20 mio reqd
After several rounds of negotiation, pre-money valuation is set at $45 mio
VC1 and VC2 decide to provide $1 mio and $4 mio respectively
ESOPs to remain at 5%, post-money
Authorized for use only in PEVC course at IIM Indore from Oct 2020 to Jan 2021. 11
Case study contd…
After 2 years, the company has been doing well
Entered into strategic partnership with large OEM
The company has reached break-even
Cash-flow deficit is at its peak, but will now reduce steadily
Additional funds are required to further expand sales, set up overseas offices & maybe acquisition
With existing investors, it is determined that at least $40 mio will be required
Series-C round – further growth:
VC5 submits a TS to fund $25 mio
Pre-money valuation is set at $100 mio
VC3 and VC4 decide to provide remaining $15 mio
ESOPs to be increased to 15%, post-money, to attract / retain highly skilled people
Authorized for use only in PEVC course at IIM Indore from Oct 2020 to Jan 2021. 12
Dilution
Reduction in a shareholder’s relative ownership %age as a result of the venture issuing more shares
Original investors would not want valuations too high in an initial equity round. Why?
What if dilution happens with a lower pricing? (down round)
Include Anti-Dilution clause in Term Sheet
Authorized for use only in PEVC course at IIM Indore from Oct 2020 to Jan 2021. 13