Startup Investor Workshop (Intermediate Session) | Brightspark Ventures and OurCrowd
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Transcript of Startup Investor Workshop (Intermediate Session) | Brightspark Ventures and OurCrowd
LEGAL DISCLAIMER
The information contained in this presentation is provided solely for informational purposes and does not constitute an offer or solicitation of investment in any Brightspark or OurCrowd limited partnership related to any companies. Anything contained in this presentation should not be construed as creating a presumption by you, Brightspark or OurCrowd that you are an accredited investor. We make no representation or warranty, express or implied, with respect to any data provided to you regarding any information provided by the companies on its web site or in this presentation, and will not be liable in any way to you or to any other person for any inaccuracy, error or omission of any company data.
Please be aware that investments in early stage companies contains a high level of risk and you should consider this prior to making any investment decisions.
Learn more:
www.brightspark.com/risk
www.ourcrowd.com/disclaimer
INDIVIDUALS ARE INVESTING IN CANADIAN STARTUPS
The weather is cold, but the market is hot!
INVESTING SERIOUSLY IN STARTUPS
Build your network and reputation – let the deals come to you
Build deal flow
Determine your investment strategyThesis, Pace, Focus
Learn from other people’s mistakes
Educate yourself
WHAT’S IN A TERM SHEET?
Money + Control
Non-legally binding Confidential Drafted by the lead investor New term sheet every round of financing, but the first term sheet sets the
grounds for future funding
CONQUERING THE TERM SHEET
Price / Valuation
Two things impact valuation: stock option pools and warrants
Entrepreneur math VS investor math
$______ per share (the Original Purchase Price). The Original Purchase Price represents a fully-diluted pre-money valuation of $ __ million and a fully-diluted post money valuation of $__ million. For purposes of the above calculation and any other reference to fully-diluted in this term sheet, fully-diluted assumes the conversion of all outstanding preferred stock of the Company, the exercise of all authorized and currently existing stock options and warrants of the Company, and the increase of the Company’s existing option pool by [ ] shares prior to this financing.
VALUATION
How do you determine a fair valuation?
Market comparables Previous rounds Traction Team Competition for the deal Ownership amounts / percentages to motivate founders and management Analysis of what a “win” gets you upon an exit
CONQUERING THE TERM SHEET
Liquidation preference – two scenarios
Important terms:
• Liquidity event• Actual preference• Participation: full participation, capped participation, non-participation
WIN LOSE
If the company sells for X timesinvestment
If the company sells as a “fire sale”, investors want to ensure you get your
money back before the people who have “sweat equity” or founder shares.
CONQUERING THE TERM SHEET
Liquidation preference example:
Priority for a cumulative dividend of X% per annum, compounded annually (the “Preferred Return”), payable only in case of a liquidation event pursuant to which the Preferred Shares are not being converted.
Upon occurrence of a liquidation event, holders of Preferred Shares shall be entitled to the greater of:
the as-converted to Common Share amount; andReceive payment in preference to any other junior securities, from the assets of the company available for distribution, of an amount equal to original issue price of such Preferred Share plus the Preferred Return plus all declared but unpaid dividends.
CONQUERING THE TERM SHEET
Operating the company
You want to ensure that the company will be well managed, that there are appropriate “checks and balances” in place, that shareholders rights are protected.
Board of Directors
• Usually a balance of investor, company, founder and outsider representation• Chosen by mutual consent of the board OR voted upon on the basis on
proportional share ownership on a common-as-converted basis
Ask yourself
Do you want board representation, control, observer rights?
CONQUERING THE TERM SHEET
Protective Provisions
Rights that investors have on certain actions by the company. They do not eliminate the ability to do certain things, they simply require consent of the investor.
What entrepreneurs want VS what investors want
Often negotiated:
• Raising of the debt threshold• Minimum threshold of pref shares outstanding for the protective provisions
to apply
CONQUERING THE TERM SHEET
Anti-Dilution
Used to protect investors in the event a company issues equity at a lower valuation then in previous financing rounds.
Important terms:
• Weighted average anti-dilution• Ratchet-based anti-dilution
Anti-dilution math:
NCP = OCP * ((CSO + CSP) / (CSO + CSAP))
CONQUERING THE TERM SHEET
Pay-to-play
In a pay-to-play provision, an investor must keep “paying” (participating pro ratably in future financings) in order to keep “playing”(not have his preferred stock converted to common stock) in the company.
Much less common than 10 years ago.
CONQUERING THE TERM SHEET
Drag-Along Agreement
Tag along (or “co-sales”)
The [holders of the Common Stock] or [Founders] and Series A Preferred shall enter into a drag-along agreement whereby if a majority of the holders of Series A Preferred agree to a sale or liquidation of the Company, the holders of the remaining Series A Preferred and Common Stock shall consent to and raise no objections to such sale.”
All Parties grant each other the right (as for the Founders; after the expiration of any lock-up period, see above) to participate in any sale of the Company’s share capital in the same proportion and on the same terms and conditions as offered to the selling Party.
INVESTOR RIGHTS
Redemption rights
Redemption rights are principally designed to protect investors from a situation where, after a period of time, their portfolio company is just moving “sideways” and, accordingly, is not an attractive acquisition target or IPO candidate.
In that case, the company could be required to repurchase their shares back.
Unless prohibited by law governing distributions to stockholders, the Series A Preferred shall be redeemable at the option of holders of at least [__ ]% of the Series A Preferred commencing any time after the [fifth] anniversary of the Closing, at a price equal to the Original Purchase Price [plus all accrued but unpaid dividends]. Redemption shall occur in [three] equal annual portions. Upon a redemption request from the holders of the required percentage of the Series A Preferred, all Series A Preferred shares shall be redeemed [(except for any Series A holders who affirmatively opt-out)].”
INVESTOR RIGHTS
Pro-Rata Participation Right
The right to continue to participate in future rounds so that you can maintain your ownership.
VERY important to investors. Why?
Because you want to “double down on your winners”. So, you want the company to be OBLIGED to let you invest more if you want to in future financings.
Diligence
Defines:
• Satisfaction of the Lead Investor with the results of its due diligence investigations• Final legal agreements• Consents• Who pays legal fees (Capped?)• Exclusivity• No shop• Evidence that all current officers, employees and consultants have entered into the
Company’s standard form proprietary information and inventions agreement, and an appropriate employment or consulting agreement, satisfactory to the Lead Investor
CONQUERING THE TERM SHEET
CONQUERING THE TERM SHEET
Shareholders agreement
Defines:
- Pref share permission needed to create new shares, pay dividends, create new class of shares
- Change size of board- Indebtedness larger than $X- Granting any security or indebtedness- Changing the nature of the business- Anything out of ordinary course of the business- How much are execs paid?
TERM SHEET: OTHER TERMS
Other terms that you should know:
• Dividends• Conversion• Precedent to financing• Vesting• Information and registration rights• Rights of first refusal• Voting rights and employee pool• Restrictions of sales, proprietary inventions• Founders activities• IPO shares purchase• No Shop Agreement• Indemnification and assignment
NEGOTIATION
Entrepreneurs want to:
• Build a successful business• Raise enough capital to bring their vision to life • Keep as much control over the company as possible• Share the risk and reward with investors
Investor’s point of view
• Maximize IRR• Wise spending of money• Not to get diluted• Exit• Reputation
PICKING WINNERS
Due Diligence can take anywhere from 20 minutes (Dragon’s Den) to a few months (Brightspark/OurCrowd)
PICKING WINNERSCritical Factor Fatal Flaw
Product Adoption No evidence potential customers are likely to adopt
Route to market No clear channel to market
Product development status Much more research and development required
Market potential Market size too small
Protectability No barrier to entry for competitors
Customer engagement Features do not match market need
Relevant experience No relevant entrepreneurial/business experience in the team
Financial model No clear path to profitability
Canadian Innovation Centre – Critical factors for the initial screening stage
VEHICLES FOR INDIVIDUAL INVESTORS
BRIGHTSPARK VENTURES
PROVEN EXPERTISE & UNPARALLELED NETWORK
20+ years of VC experience, 30+ tech, software & entrepreneur experience Delrina was the grandfather of the tech industry in Canada Many of the best VCs and successful CEOs in Canada “seed” out of Brightspark Repeat entrepreneurs gravitate to us – If there are great deals out there, we see them first! Dealflow is approx. 5-7 deals a year – We seek quality over quantity 80% of our work happens after a deal is closed, growing companies
We curate the 1-2% best deals from high-growth
potential early stage tech companies
Brightspark-managed fund set up per deal and invests in every deal, manages due diligence, co-investments,
and overall portfolio
Accredited Investors gain insider access to the best
deals and invest on a per deal basis alongside top institutions
and funds
BRIGHTSPARK’S INVESTMENT THESIS
Team
Stage
Market
Price
OURCROWDHighly selective deal flow: OurCrowd’s team of investment professionals sees 150-200 new opportunities every month, meets 20-30 management teams and, after an in depth due diligence process, selects on average 2-3 to invest in. Access to internal investment rounds: Our team leverages its extensive network to proactively identify and pursue companies we want to invest in, gaining access to investment rounds that are closed to other new investors.
Full transparency: OurCrowd invests its own capital alongside our investors in every investment, at the same terms we negotiate with the company.
OURCROWD’S INVESTMENT THESIS
Unicorn?
Team
Market
Value Prop
Traction
Sponsorship
Valuation
BEST PRACTICES
Invest in what you know
Invest alongside experienced investors
Post-investment involvement
Investor etiquette
Diversify your portfolio
PORTFOLIO MANAGEMENT TIPS
Keep your investment size consistent
Double-down on winners in follow-up rounds
Diversify – invest across many sectors
Build a big portfolio
Figure out how much you can afford before deciding how much to invest
Be patient
Only invest money you can afford to lose
ASKING THE RIGHT QUESTIONS
Questions you should ask:
• Yourself
• The company you’re considering investing in
• Your co-investors
Q&A
Q&A