Structuring venture capital deals pdf

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Venture capital can, in its broadest sense,

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Usury laws limit the interest banks can charge on loans—and the risks inherent in start-ups usually justify higher rates than allowed by law. Thus bankers will only finance a new business to the extent that there are hard assets against which to secure the debt. Furthermore, investment banks and public equity are both constrained by regulations and operating practices meant to protect the public investor.

Filling that void successfully requires the venture capital industry to provide a sufficient return on capital to attract private equity funds, attractive returns for its own participants, and sufficient upside potential to entrepreneurs to attract high-quality ideas that will generate high returns. Put simply, the challenge is to earn a consistently superior return on investments in inherently risky business ventures.

Investors in venture capital funds are typically very large institutions such as pension funds, financial firms, insurance companies, and university endowments—all of which put a small percentage of their total funds into high-risk investments. The answer lies in their investment profile and in how they structure each deal. One myth is that venture capitalists invest in good people and good ideas. The reality is that they invest in good industries—that is, industries that are more competitively forgiving than the market as a whole.

More recently, the flow of capital has shifted rapidly from genetic engineering, specialty retailing, and computer hardware to CD-ROMs, multimedia, telecommunications, and software companies. The myth is that venture capitalists invest in good people and good ideas. The reality is that they invest in good industries.

In effect, venture capitalists focus on the middle part of the classic industry S-curve. They avoid both the early stages, when technologies are uncertain and market needs are unknown, and the later stages, when competitive shakeouts and consolidations are inevitable and growth rates slow dramatically. Consider the disk drive industry.

Martin Milev - Private Equity Deal Structures [Entire Talk]

In , more than 40 venture-funded companies and more than 80 others existed. Today only five major players remain. Growing within high-growth segments is a lot easier than doing so in low-, no-, or negative-growth ones, as every businessperson knows. In other words, regardless of the talent or charisma of individual entrepreneurs, they rarely receive backing from a VC if their businesses are in low-growth market segments.

Structuring Venture Capital, Private Equity and Entrepreneurial Transactions, 2018 Edition

What these investment flows reflect, then, is a consistent pattern of capital allocation into industries where most companies are likely to look good in the near term. During this adolescent period of high and accelerating growth, it can be extremely hard to distinguish the eventual winners from the losers because their financial performance and growth rates look strikingly similar. Thus the critical challenge for the venture capitalist is to identify competent management that can execute—that is, supply the growing demand. In this period of accelerated growth, the financials of both the eventual winners and losers look strikingly similar.

Picking the wrong industry or betting on a technology risk in an unproven market segment is something VCs avoid. Genetic engineering companies illustrate this point. VC investments in high-growth segments are likely to have exit opportunities because investment bankers are continually looking for new high-growth issues to bring to market.

The issues will be easier to sell and likely to support high relative valuations—and therefore high commissions for the investment bankers. Thus an effort of only several months on the part of a few professionals and brokers can result in millions of dollars in commissions. As long as venture capitalists are able to exit the company and industry before it tops out, they can reap extraordinary returns at relatively low risk.

Astute venture capitalists operate in a secure niche where traditional, low-cost financing is unavailable. High rewards can be paid to successful management teams, and institutional investment will be available to provide liquidity in a relatively short period of time. There are many variants of the basic deal structure, but whatever the specifics, the logic of the deal is always the same: to give investors in the venture capital fund both ample downside protection and a favorable position for additional investment if the company proves to be a winner.

The preferred provisions offer downside protection. For instance, the venture capitalists receive a liquidation preference. In addition, the deal often includes blocking rights or disproportional voting rights over key decisions, including the sale of the company or the timing of an IPO. The contract is also likely to contain downside protection in the form of antidilution clauses, or ratchets.

Such clauses protect against equity dilution if subsequent rounds of financing at lower values take place. Should the company stumble and have to raise more money at a lower valuation, the venture firm will be given enough shares to maintain its original equity position—that is, the total percentage of equity owned. That preferential treatment typically comes at the expense of the common shareholders, or management, as well as investors who are not affiliated with the VC firm and who do not continue to invest on a pro rata basis.

Alternatively, if a company is doing well, investors enjoy upside provisions, sometimes giving them the right to put additional money into the venture at a predetermined price. That means venture investors can increase their stakes in successful ventures at below market prices. How the Venture Capital Industry Works The venture capital industry has four main players: entrepreneurs who need funding; investors who want high returns; investment bankers who need companies to sell; and the venture capitalists who make money for themselves by making a market for the other three.

VC firms also protect themselves from risk by coinvesting with other firms.

How Venture Capital Works

Rather, venture firms prefer to have two or three groups involved in most stages of financing. Such relationships provide further portfolio diversification—that is, the ability to invest in more deals per dollar of invested capital. They also decrease the workload of the VC partners by getting others involved in assessing the risks during the due diligence period and in managing the deal. And the presence of several VC firms adds credibility. In fact, some observers have suggested that the truly smart fund will always be a follower of the top-tier firms. Funds are structured to guarantee partners a comfortable income while they work to generate those returns.