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Introduction-Lynette Bigelow! Do you need help finding Investment Capital?
Your Business Plan-Lynette Bigelow, Associate Partner-Evans Venture Partners
E-Mail Lynette Bigelow, Associate Partner-Evans Venture Partners
LYNETTE BIGELOW
PO BOX 71351
Los Angeles, CA 90071
323-937-1126
(M-Thur Office Hours 9:30 AM to Noon PST)
The Venture Capital Industry
An Overview
Venture capital is money provided by professionals who invest alongside
management in young, rapidly growing companies that have the potential
to develop into significant economic contributors. Venture capital is an
important source of equity for start-up companies. Professionally managed
venture capital firms generally are private partnerships or closely-held
corporations funded by private and public pension funds, endowment funds,
foundations, corporations, wealthy individuals, foreign investors, and
the venture capitalists themselves.
Venture capitalists generally:
Finance new and rapidly growing companies;
Purchase equity securities;
Assist in the development of new products or services;
Add value to the company through active participation;
Take higher risks with the expectation of higher rewards;
Have a long-term orientation
When considering an investment, venture capitalists carefully screen
the technical and business merits of the proposed company. Venture capitalists
only invest in a small percentage of the businesses they review and have
a long-term perspective. Going forward, they actively work with the company's
management by contributing their experience and business savvy gained from
helping other companies with similar growth challenges.
Venture capitalists mitigate the risk of venture investing by developing
a portfolio of young companies in a single venture fund. Many times they
will co-invest with other professional venture capital firms. In addition,
many venture partnership will manage multiple funds simultaneously. For
decades, venture capitalists have nurtured the growth of America's high
technology and entrepreneurial communities resulting in significant job
creation, economic growth and international competitiveness. Companies
such as Digital Equipment Corporation, Apple, Federal Express, Compaq,
Sun Microsystems, Intel, Microsoft and Genentech are famous examples of
companies that received venture capital early in their development.
Private Equity Investing
Venture capital investing has grown from a small investment pool in
the 1960s and early 1970s to a mainstream asset class that is a viable
and significant part of the institutional and corporate investment portfolio.
Recently, some investors have been referring to venture investing and buyout
investing as "private equity investing." This term can be confusing because
some in the investment industry use the term "private equity" to refer
only to buyout fund investing. In any case, an institutional investor will
allocate 2% to 3% of their institutional portfolio for investment in alternative
assets such as private equity or venture capital as part of their overall
asset allocation. Currently, over 50% of investments in venture capital/private
equity comes from institutional public and private pension funds, with
the balance coming from endowments, foundations, insurance companies, banks,
individuals and other entities who seek to diversify their portfolio with
this investment class.
What is a Venture Capitalist?
The typical person-on-the-street depiction of a venture capitalist is
that of a wealthy financier who wants to fund start-up companies. The perception
is that a person who develops a brand new change-the-world invention needs
capital; thus, if they canít get capital from a bank or from their
own pockets, they enlist the help of a venture capitalist.
In truth, venture capital and private equity firms are pools of capital,
typically organized as a limited partnership, that invests in companies
that represent the opportunity for a high rate of return within five to
seven years. The venture capitalist may look at several hundred investment
opportunities before investing in only a few selected companies with favorable
investment opportunities. Far from being simply passive financiers, venture
capitalists foster growth in companies through their involvement in the
management, strategic marketing and planning of their investee companies.
They are entrepreneurs first and financiers second.
Even individuals may be venture capitalists. In the early days of venture
capital investment, in the 1950s and 1960s, individual investors were the
archetypal venture investor. While this type of individual investment did
not totally disappear, the modern venture firm emerged as the dominant
venture investment vehicle. However, in the last few years, individuals
have again become a potent and increasingly larger part of the early stage
start-up venture life cycle. These "angel investors" will mentor a company
and provide needed capital and expertise to help develop companies. Angel
investors may either be wealthy people with management expertise or retired
business men and women who seek the opportunity for first-hand business
development.
Investment Focus
Venture capitalists may be generalist or specialist investors depending
on their investment strategy. Venture capitalists can be generalists, investing
in various industry sectors, or various geographic locations, or various
stages of a companyís life. Alternatively, they may be specialists
in one or two industry sectors, or may seek to invest in only a localized
geographic area.
Not all venture capitalists invest in "start-ups." While venture firms
will invest in companies that are in their initial start-up modes, venture
capitalists will also invest in companies at various stages of the business
life cycle. A venture capitalist may invest before there is a real product
or company organized (so called "seed investing"), or may provide capital
to start up a company in its first or second stages of development known
as "early stage investing." Also, the venture capitalist may provide needed
financing to help a company grow beyond a critical mass to become more
successful ("expansion stage financing").
The venture capitalist may invest in a company throughout the companyís
life cycle and therefore some funds focus on later stage investing by providing
financing to help the company grow to a critical mass to attract public
financing through a stock offering. Alternatively, the venture capitalist
may help the company attract a merger or acquisition with another company
by providing liquidity and exit for the companyís founders. At the
other end of the spectrum, some venture funds specialize in the acquisition,
turnaround or recapitalization of public and private companies that represent
favorable investment opportunities. There are venture funds that will be
broadly diversified and will invest in companies in various industry sectors
as diverse as semiconductors, software, retailing and restaurants and others
that may be specialists in only one technology.
While high technology investment makes up most of the venture investing
in the U.S., and the venture industry gets a lot of attention for its high
technology investments, venture capitalists also invest in companies such
as construction, industrial products, business services, etc. There are
several firms that have specialized in retail company investment and others
that have a focus in investing only in "socially responsible" start-up
endeavors. Venture firms come in various sizes from small seed specialist
firms of only a few million dollars under management to firms with over
a billion dollars in invested capital around the world. The common denominator
in all of these types of venture investing is that the venture capitalist
is not a passive investor, but has an active and vested interest in guiding,
leading and growing the companies they have invested in. They seek to add
value through their experience in investing in tens and hundreds of companies.
Some venture firms are successful by creating synergies between the
various companies they have invested in; for example one company that has
a great software product, but does not have adequate distribution technology
may be paired with another company or its management in the venture portfolio
that has better distribution technology.
Length of Investment
Venture capitalists will help companies grow, but they eventually seek
to exit the investment in three to seven years. An early stage investment
make take seven to ten years to mature, while a later stage investment
many only take a few years, so the appetite for the investment life cycle
must be congruent with the limited partnershipsí appetite for liquidity.
The venture investment is neither a short term nor a liquid investment,
but an investment that must be made with careful diligence and expertise.
Types of Firms
There are several types of venture capital firms, but most mainstream
firms invest their capital through funds organized as limited partnerships
in which the venture capital firm serves as the general partner. The most
common type of venture firm is an independent venture firm that has no
affiliations with any other financial institution. These are called "private
independent firms". Venture firms may also be affiliates or subsidiaries
of a commercial bank, investment bank or insurance company and make investments
on behalf of outside investors or the parent firm ís clients. Still
other firms may be subsidiaries of non-financial, industrial corporations
making investments on behalf of the parent itself. These latter firms are
typically called "direct investors" or "corporate venture investors."
Other organizations may include government affiliated investment programs
that help start up companies either through state, local or federal programs.
One common vehicle is the Small Business Investment Company or SBIC program
administered by the Small Business Administration, in which a venture capital
firm may augment its own funds with federal funds and leverage its investment
in qualified investee companies.
While the predominant form of organization is the limited partnership,
in recent years the tax code has allowed the formation of either Limited
Liability Partnerships, ("LLPs"), or Limited Liability Companies ("LLCs"),
as alternative forms of organization. However, the limited partnership
is still the predominant organizational form. The advantages and disadvantages
of each has to do with liability, taxation issues and management responsibility.
The venture capital firm will organize its partnership as a pooled fund;
that is, a fund made up of the general partner and the investors or limited
partners. These funds are typically organized as fixed life partnerships,
usually having a life of ten years. Each fund is capitalized by commitments
of capital from the limited partners. Once the partnership has reached
its target size, the partnership is closed to further investment from new
investors or even existing investors so the fund has a fixed capital pool
from which to make its investments.
Like a mutual fund company, a venture capital firm may have more than
one fund in existence. A venture firm may raise another fund a few years
after closing the first fund in order to continue to invest in companies
and to provide more opportunities for existing and new investors. It is
not uncommon to see a successful firm raise six or seven funds consecutively
over the span of ten to fifteen years. Each fund is managed separately
and has its own investors or limited partners and its own general partner.
These fundsí investment strategy may be similar to other funds in
the firm. However, the firm may have one fund with a specific focus and
another with a different focus and yet another with a broadly diversified
portfolio. This depends on the strategy and focus of the venture firm itself.
Corporate Venturing
One form of investing that was popular in the 1980s and is again very
popular is corporate venturing. This is usually called "direct investing"
in portfolio companies by venture capital programs or subsidiaries of nonfinancial
corporations. These investment vehicles seek to find qualified investment
opportunities that are congruent with the parent companyís strategic
technology or that provide synergy or cost savings.
These corporate venturing programs may be loosely organized programs
affiliated with existing business development programs or may be self-contained
entities with a strategic charter and mission to make investments congruent
with the parentís strategic mission. There are some venture firms
that specialize in advising, consulting and managing a corporationís
venturing program.
The typical distinction between corporate venturing and other types
of venture investment vehicles is that corporate venturing is usually performed
with corporate strategic objectives in mind while other venture investment
vehicles typically have investment return or financial objectives as their
primary goal. This may be a generalization as corporate venture programs
are not immune to financial considerations, but the distinction can be
made.
The other distinction of corporate venture programs is that they usually
invest their parentís capital while other venture investment vehicles
invest outside investorsí capital.
Commitments and Fund Raising
The process that venture firms go through in seeking investment commitments
from investors is typically called "fund raising." This should not be confused
with the actual investment in investee or "portfolio" companies by the
venture capital firms, which is also sometimes called "fund raising" in
some circles. The commitments of capital are raised from the investors
during the formation of the fund. A venture firm will set out prospecting
for investors with a target fund size. It will distribute a prospectus
to potential investors and may take from several weeks to several months
to raise the requisite capital. The fund will seek commitments of capital
from institutional investors, endowments, foundations and individuals who
seek to invest part of their portfolio in opportunities with a higher risk
factor and commensurate opportunity for higher returns.
Because of the risk, length of investment and illiquidity involved in
venture investing, and because the minimum commitment requirements are
so high, venture capital fund investing is generally out of reach for the
average individual. The venture fund will have from a few to almost 100
limited partners depending on the target size of the fund. Once the firm
has raised enough commitments, it will start making investments in portfolio
companies.
Capital Calls
Making investments in portfolio companies requires the venture firm
to start "calling" its limited partners commitments. The firm will collect
or "call" the needed investment capital from the limited partner in a series
of tranches commonly known as "capital calls". These capital calls from
the limited partners to the venture fund are sometimes called "takedowns"
or "paid-in capital." Some years ago, the venture firm would "call" this
capital down in three equal installments over a three year period. More
recently, venture firms have synchronized their funding cycles and call
their capital on an as-needed basis for investment.
ILiquidity
Limited partners make these investments in venture funds knowing that
the investment will be long-term. It may take several years before the
first investments starts to return proceeds; in many cases the invested
capital may be tied up in an investment for seven to ten years. Limited
partners understand that this illiquidity must be factored into their investment
decision.
Other Types of Funds
Since venture firms are private firms, there is typically no way to
exit before the partnership totally matures or expires. In recent years,
a new form of venture firm has evolved: so-called "secondary" partnerships
that specialize in purchasing the portfolios of investee company investments
of an existing venture firm. This type of partnership provides some liquidity
for the original investors. These secondary partnerships, expecting a large
return, invest in what they consider to be undervalued companies.
Advisors and Fund of Funds
Evaluating which funds to invest in is akin to choosing a good stock
manager or mutual fund, except the decision to invest is a long-term commitment.
This investment decision takes considerable investment knowledge and time
on the part of the limited partner investor. The larger institutions have
investments in excess of 100 different venture capital and buyout funds
and continually invest in new funds as they are formed.
Some limited partner investors may have neither the resources nor the
expertise to manage and invest in many funds and thus, may seek to delegate
this decision to an investment advisor or so-called "gatekeeper". This
advisor will pool the assets of its various clients and invest these proceeds
as a limited partner into a venture or buyout fund currently raising capital.
Alternatively, an investor may invest in a "fund of funds," which is a
partnership organized to invest in other partnerships, thus providing the
limited partner investor with added diversification and the ability to
invest smaller amounts into a variety of funds.
Disbursements
The investment by venture funds into investee portfolio companies is
called "disbursements". A company will receive capital in one or more rounds
of financing. A venture firm may make these disbursements by itself or
in many cases will co-invest in a company with other venture firms ("co-investment"
or "syndication"). This syndication provides more capital resources for
the investee company. Firms co-invest because the company investment is
congruent with the investment strategies of various venture firms and each
firm will bring some competitive advantage to the investment.
The venture firm will provide capital and management expertise and will
usually also take a seat on the board of the company to ensure that the
investment has the best chance of being successful. A portfolio company
may receive one round, or in many cases, several rounds of venture financing
in its life as needed. A venture firm may not invest all of its committed
capital, but will reserve some capital for later investment in some of
its successful companies with additional capital needs.
Exits
Depending on the investment focus and strategy of the venture firm,
it will seek to exit the investment in the portfolio company within three
to five years of the initial investment. While the initial public offering
may be the most glamourous and heralded type of exit for the venture capitalist
and owners of the company, most successful exits of venture investments
occur through a merger or acquisition of the company by either the original
founders or another company. Again, the expertise of the venture firm in
successfully exiting its investment will dictate the success of the exit
for themselves and the owner of the company.
IPO
The initial public offering is the most glamourous and visible type
of exit for a venture investment. In recent years technology IPOs have
been in the limelight during the IPO boom of the last six years. At public
offering, the venture firm is considered an insider and will receive stock
in the company, but the firm is regulated and restricted in how that stock
can be sold or liquidated for several years. Once this stock is freely
tradable, usually after about two years, the venture fund will distribute
this stock or cash to its limited partner investor who may then manage
the public stock as a regular stock holding or may liquidate it upon receipt.
Over the last twenty-five years, almost 3000 companies financed by venture
funds have gone public.
Mergers and Acquisitions
Mergers and acquisitions represent the most common type of successful
exit for venture investments. In the case of a merger or acquisition, the
venture firm will receive stock or cash from the acquiring company and
the venture investor will distribute the proceeds from the sale to its
limited partners.
Valuations
Like a mutual fund, each venture fund has a net asset value, or the
value of an investorís holdings in that fund at any given time.
However, unlike a mutual fund, this value is not determined through a public
market transaction, but through a valuation of the underlying portfolio.
Remember, the investment is illiquid and at any point, the partnership
may have both private companies and the stock of public companies in its
portfolio. These public stocks are usually subject to restrictions for
a holding period and are thus subject to a liquidity discount in the portfolio
valuation.
Each company is valued at an agreed-upon value between the venture firms
when invested in by the venture fund or funds. In subsequent quarters,
the venture investor will usually keep this valuation intact until a material
event occurs to change the value. Venture investors try to conservatively
value their investments using guidelines or standard industry practices
and by terms outlined in the prospectus of the fund. The venture investor
is usually conservative in the valuation of companies, but it is common
to find that early stage funds may have an even more conservative valuation
of their companies due to the long lives of their investments when compared
to other funds with shorter investment cycles.
Management Fees
As an investment manager, the general partner will typically charge
a management fee to cover the costs of managing the committed capital.
The management fee will usually be paid quarterly for the life of the fund
or it may be tapered or curtailed in the later stages of a fundís
life. This is most often negotiated with investors upon formation of the
fund in the terms and conditions of the investment.
Carried Interest
"Carried interest" is the term used to denote the profit split of proceeds
to the general partner. This is the general partnersí fee for carrying
the management responsibility plus all the liability and for providing
the needed expertise to successfully manage the investment. There are as
many variations of this profit split both in the size and how it is calculated
and accrued as there are firms