How to raise growth capital in silicon valley

Raising Capital
Ivan Nikkhoo
Jersey
April 2015
“I call my invention “The Wheel”, but so far,
I’ve not been able to attract any venture capital.”

Strategic Approach to Raising Growth Capital

You own 5% of the common shares of a company.
The company sells for $100mm. How much do you get?
Question

What is the most important factor for a startup success?

What is the missing number in the sequence?
1, 8, 27, 64, ???, 216

How do you determine how much capital to raise?

How much runway do you typically need after a raise?

Two identical companies in No. Cal. and LA. Which one is worth more?

When raising capital, what is your goal?

What are the three key responsibilities of a CEO?

Do you need detailed financials when raising seed capital?

Final Question – What’s the word???
Rearrange the following letters
A very important part of the body, that needs to be erect!!!
P E S N I

 Strategic Capital & Board
Advisory Services
 Seed & Early Stage Investing
 Securing Growth Capital
 Education & Seminars
Ivan Nikkhoo – Investor, Advisor, Speaker

Discussion Points
 How do you go about raising capital?
 How do VCs and PEGs work?
 Who do you make a good pitch, during each stage?
 What are the challenges?
 Key terminology

Valuation
Time
The CEO’s Responsibility

Raising Capital Is Hard
 Even the most experienced operators fail ~
50% of the time
 ExperiencedAngels see exits nearly 20% of
the time
 MOST startups fail
 Timing IS Everything
 The type of company is related to its location
 Startups markets are either Silicon Valley or
Not-Silicon Valley (NSV)
 Growth capital is concentrated in Silicon
Valley

But - It Has Never Been This Good
Investments Capital is Very Available
 More Super Angels than ever
 Many world class incubators & accelerators
 Many new VC funds
 Great cluster around the world
 Liquid M&A and secondary markets
 Efficient every stage capital allocation
 Thriving accelerators & incubators
 Growing non-VC participation

32
“The biggest risk is not taking any risk... In a
world that changing really quickly, the only
strategy that is guaranteed to fail is not taking
risks.” Mark Zuckerberg

Raising Capital for a World-Class Company??

World Class Teams - New Zealand All Black

Right Place
Where you launch your startup matters a great deal ….

The Cluster Effect
Capital & Talent Are Portable
They Migrate to Where There is the Least Friction

Late Stage PEGs - Equity / Debt Recap

Late Stage PEGs - Secondary Offering

Understand the Financial Terminology

Company
Common
Stock
Convertible
Note
Preferred
Stock
Warrants
Stock
Options
Ownership Structure

 A security that represents a basic unit of ownership in a corporation
 Holders exercise control by electing a board of directors and voting on corporate policy
 Common stockholders are on the bottom of the priority ladder for ownership structure
 In the event of liquidation, common shareholders have rights to a company's assets only
after bondholders, preferred shareholders and other debt holders have been paid in full
 In the U.K., these are called "ordinary shares.”
 There are usually restrictions on trading until the company goes public
 Most other securities (options, preferred, warrants, etc.) are convertible at some point into
common stock
Common Stock

 Stock options represent one form of equity compensation granted by companies to their
employees and executives
 Granted to executives, management, employees, consultants in connection with
performance of services
 They give the holder the right to purchase the company stock at a specified price for a
limited duration of time in quantities spelled out in the options agreement
 A benefit in the form of an option given by a company to an employee to buy common stock
in the company at a discount or at a stated fixed price
 The right to exercise the option may “vest” over time (or other criteria)
Stock Options

Preferred Stock
 A class of ownership in a corporation that has a higher claim on the assets and earnings
than common stock
 Preferred stock generally has a dividend that must be paid out before dividends to common
stockholders and the shares usually do not have voting rights
 Stock that has “preferences” over common stock
 It is a financial instrument that has characteristics of both debt (fixed dividends) and equity
(potential appreciation)
 Also known as "preferred shares”
 Dividends – accrued or paid
 Preferred payments on sale or liquidation of the company (“liquidation preferences”)
 Voting rights – as a “class” and also on an “as-converted” basis
 Has other rights (e.g. redemption/put rights, protective provisions, registration rights, co-sale,
drag-along, etc.)
 Can have multiple classes of preferred stock with different preferences

Liquidation Preferences
 A term used in venture capital contracts to specify which investors get paid first and how
much they get paid in the event of a liquidation event such as the sale of the company
 Liquidation preference helps protect venture capitalists from losing money by making sure
they get their initial investments back before other parties
 If the company is sold at a profit, liquidation preference can also help them be first in line to
claim part of the profits.
 Venture capitalists are usually repaid before holders of common stock and before the
company's original owners and employees
 Participating vs. non-Participating

Warrants
 A derivative security that gives the holder the right to purchase common stock from the issuer
at a specific price within a certain time frame
 Warrants are often included in a new debt issue as a "sweetener" to entice investors
 The main difference between warrants and call options is that warrants are issued and
guaranteed by the company, whereas options are exchange instruments and are not issued
by the company
 The lifetime of a warrant is often measured in years, while the lifetime of a typical option is
measured in months

Convertible Notes
When the investor and the entrepreneur can’t agree on a pre-money valuation, they use
convertible notes.
The notes convert to preferred stock at a discount the the next round of financing, by an
outside institutional investor, which has to happen within a predefined period, usually 24
months.
 Securities, usually bonds or preferred shares, that can be converted into common stock
 Convertibles are most often associated with convertible bonds, which allow bond holders to
convert their creditor position to that of an equity holder at an agreed upon price
 Convertible bonds, for instance, will typically offer a lower coupon than a standard bond.
However, the optionality of the bond to convert it to common stock adds value for the bond
holder

Simple Agreement for Future Equity (SAFE)
 Intended to replace convertible notes in most cases
 Unlike a convertible note, it is NOT a debt instrument
 No maturity date and no interest rate, no interest
 Warrant holders can wait indefinitely for a “liquidity event”
 As a flexible, one-document security without numerous terms to negotiate, a safe should save startups
and investors money in legal fees and reduce the time spent negotiating the terms of the investment
 Startups and investors will usually only have to negotiate one item: the valuation cap
 Because a safe has no expiration or maturity date, there should be no time or money spent dealing with
extending maturity dates, revising interest rates or the like
 There are four versions of safe, corresponding to the four types of convertible note:
 Safe Primer
 Safe: Cap, no Discount
 Safe: Discount, no Cap
 Safe: Cap and Discount
 Safe: MFN, no Cap, no Discount

Debt 101
16
Debt Instrument Definition Cost Properties
Senior Debt
Borrowed money that a company must
repay first if it goes out of business.
Lower risk and carries
a relatively low interest
rate
Secured by collateral
first in line to be repaid
Junior /
Subordinated
Debt
Unsecured or has a lower priority than of
another debt claim on the same asset or
property.
Higher than Senior Smaller probability of being
paid back. Unsecured, no
collateral.
Mezzanine Debt
Embedded equity instruments (usually
warrants) attached, which increase the
value and allow for greater flexibility
when dealing with bondholders
Most expensive Unsecured. Frequently
associated with acquisitions
and buyouts
Unitranche Debt
Combines senior and subordinated debt
into one debt instrument; usually used to
facilitate a leveraged buyout
A blended interest rate
between the rate for
senior debt and
subordinated notes
Between secured and
unsecured instruments
Venture Debt
Debt that is available when institutional
investment is made in a company
Low cost Only comes in with a first
tier financial sponsor

Venture Debt
 Proven Access to Additional Equity Capital - Only comes in with a known VC
 Offers secured debt alongside VC investment
 Generally Non-Dilutive
 Is less expensive than equity
 Sources of repayment are required
 Debt is used to leverage and extend equity, not replace it
 Used to finance growth and acquisitions
 May require warrants
16

Cap Table - Waterfall
22
Founding Stage Convertible Note Financing Series A Financing Series B Financing M&A Exit
Issued
Equity % $ Invested
Total
Equity % $ Invested
New
Equity
Total
Equity % $ Invested
New
Equity
Total
Equity % $ Amount %
Common Shares
Founder 1 7,500,000 40.5% $0.00 7,500,000 40.5% $0.00 - 7,500,000 31.20% $0.00 - 7,500,000 23.78% $92,154,695 20.48%
Founder 2 7,500,000 40.5% $0.00 7,500,000 40.5% $0.00 - 7,500,000 31.20% $0.00 - 7,500,000 23.78% $92,154,695 20.48%
Total Common 15,000,000 81.0% $0.00 15,000,000 81.0% $0.00 - 15,000,000 62.40% $0.00 - 15,000,000 47.56% $184,309,390 40.96%
Option Pool
Granted & Issued Options 2,850,000 15.4% na 2,850,000 15.4% 2,850,000 11.86% 2,850,000 9.04% $35,018,784 7.78%
Increase in Pool 3,510,000 19.0% na - 0.0% 500,000 500,000 2.08% - - 0.00% $0 0.00%
Available for Issuance 660,000 3.6% na 660,000 3.6% 1,160,000 4.83% 1,160,000 3.68% $0 0.00%
Total Pool 3,510,000 19.0% 3,510,000 19.0% 500,000 4,010,000 16.68% - 4,010,000 12.72% $35,018,784 7.78%
PreferredShares
Investor Seed 1 $10,000 0.00% conversion 13,340 13,340 0.06% 13,340 0.04% $163,917 0.04%
Investor Seed 2 $10,000 0.00% conversion 13,340 13,340 0.06% 13,340 0.0% $163,917 0.04%
Investor Series A 1 $2,500,000 2,501,316 2,501,316 10.41% $2,500,000 1,249,445 3,750,760 11.9% $46,086,690 10.24%
Investor Series A 2 $2,500,000 2,501,316 2,501,316 10.41% $2,500,000 1,249,445 3,750,760 11.9% $46,086,690 10.24%
Investor Series B 1 $5,000,000 2,498,889 2,498,889 7.9% $53,733,016 11.94%
Investor Series B 2 $5,000,000 2,498,889 2,498,889 7.9% $53,733,016 11.94%
Investor Series C 1 $15,352,290 3.41%
Investor Series C 2 $15,352,290 3.41%
Total Preferred 0.0% $20,000 0.00% $5,000,000 5,029,312 5,029,312 20.92% $15,000,000 7,496,667 12,525,979 39.7% $230,671,826 51.26%
0.0% 0.0% 0.0% 0.0% 0.0%
Total Outstanding Capitalization 18,510,000 100.0% 18,510,000 100.0% 5,529,312 24,039,312 100.0% 7,496,667 31,535,979 100.0% $450,000,000 100.0%
Post-Money Valuation $1,851 $1,851 $24,026,667 $63,100,000
Legend: Price Per share $0.0001
Note
Amount $20,000 Series A Total $5,000,000 Series B Total $15,000,000 Exit Valuation $500,000,000
Inputs Discount % 25% Pre-Money Valuation $19,000,000 Pre-Money Valuation $48,100,000 M&A Expenses 10%
Cap Amount none Post-Money Valuation $24,026,667 Post-Money Valuation $63,100,000
Net
Consideration $ 450,000,000
Price Per Share $1.00 Price Per Share $2.00 Price Per Share $12.29

A term sheet is a bullet-point document outlining the material terms and conditions
of an agreement.
 After a term sheet has been "executed", it guides legal counsel in the preparation of a proposed
"final agreement”.
 A non-binding agreement setting forth the basic terms and conditions under which an investment
will be made
 A term sheet serves as a template to develop more detailed legal documents
 Allows investor and company to focus on and negotiate major deal points
 Once the parties involved reach an agreement on the details laid out in the term sheet, a binding
agreement or contract that conforms to the term sheet details is then drawn up
 Term Sheets are not a commitment to invest
 Usually conditioned on completion of due diligence, legal review and documentation satisfactory
to investors
 Term Sheets usually include provisions for standstill, confidentiality, & costs
Term Sheets

Tell me
about
Venture
Capital
&
Private
Equity

What do VC’s do?
 Look for financial returns for their investors
(LPs)
 Raise funds
 Find good teams & companies to invest in
 Take “equity”, generally in the form of
Preferred Stock
 Help grow them
 Bring managerial and technical expertise, as
well as capital
 Control some company decisions
 Help them exit
The key is knowing how to work
with them!!!

Why Partner with a VC?
 Value Add Funds
 Recruiting
 Sector & Domain Expertise & Advice
 Growth & Exit Experience
 Access to Other Investors
 Managerial, Operational, & Technical
Expertise
 Objective Advice
 Validation

What NOT Partner with a VC?
 Control
 Could Be Like a Bad Marriage
 No Value Add
 Cap Table Issues
 Misaligned Objectives
 Different Prefs.

Finding The Right VC
 Sector & Industry Specialization
 Stage
 Check (Investment) Size
 Geography
 Competitive Portfolio Companies
 Dry Powder
 The Right Partner within the Fund
 Track record
 Resources & Mentoring
 Quality of Network
 Technical Expertise & Strategic Relationships
 Chemistry
 Reputation
17
It’s Like
Dating!!

Good VCs
 Guide and support the CEO
 Help develop the team
 Bring strategic expertise and view
 Offer networks & contacts
 Provide financial expertise and
strategy
 Help with business development
 Advise on exit strategy

Key Questions
 How much capital do you need to raise?
 What are your pre-money valuation expectations?
 What does success look like in 12 months?
 Who is on the team?
 What are you using the funds for?
 Who is in charge?
 What’s your go-to-market strategy?
 What if you have to pivot?
 What is your CAC?
 How are you going to recruit talent?
 Do you have an operating agreement?

Valuation – Art, Not Science!!!
 Market driven
 Quantitative
 Highly dependent on growth rate

How Much is Your Company Worth?
 How do you determine valuation in early stages?
 How much dilution are you willing to accept?
 What are the preferences in the term sheet?
 Series A Price Per Share and Valuation
 Series A price per share = [Valuation] / [fully-diluted pre-money shares]
 Fully-diluted pre-money shares typically include
 All outstanding common stock
 All outstanding preferred stock (if any, on a converted to common basis)
 Outstanding warrants and options
 Options reserved for future grant
 Any other convertible securities on a converted to common basis

 “The Venture Capital Method”
 Comparable company metrics – Public & Private
 Target multiple analysis
 Discounted Cash Flow (DCF)
 Fair market value on all physical assets
 Intellectual property value
 Principals and employees
 Quality customers and contracts
 Replacement cost for key assets (cost approach)
 Addressable target market & sector growth
projections
 Direct competitors and barriers to entry
Valuation – What to Consider

How VCs Look at Valuation
 VCs calculate the returns they need from an investment
 All about raising the next fund!
 Three ways of looing at it: NPV vs. IRR vs. Multiple of Capital Returned
 Exit value may include probability analysis
 Discount rate is risk-based
 Multiple of fund return
V = exit value
t = time to exit
I = amount invested
r = discount rate
Pre-money value = V/(1+r)t - I

Ahhhh – I Want to be an Entrepreneur

Attitude Towards Failure
Fail Fast, Try Again

Being an Entrepreneur - Perception

Reality – If You Are Really Lucky

98
“You have to learn the rules of the
game. And then you have to play
better than anyone else.” - Albert
Einstein

Getting Started – Backable Entrepreneurs
 Able to Build Rapport
 Committed & Passionate
 Missionary and NOT Mercenary
 Innovative
 Able to Deal with Stress

Key Quality - Build Rapport
 Build Great Teams
 Sell the Vision of the Company & Acquire Customers
 Work with Investors and Raise Capital
 It’s all about story Telling!!!!!

 Investors have a short attention span
 Must demonstrate passion & commitment
 Be a missionary and not a mercenary
 Ability to build rapport is KEY
 A personal connection to the problem is key
 It’s all about story telling
 Do NOT be fixated on the presentation, the tech, or
the solution
 Ability to build rapport with the investors
demonstrates:
 Ability to recruit employees
 Sell the vision of the company
 Acquire clients
 Raise capital
 Know your landscape, be prepared
Pitching a Company

1. Teaser Slide: Make it Memorable
2. Elevator Pitch: 30 Seconds
3. The Problem: BIG Pain that You PERSONALLY Relate With
4. The Solution / Demo: Why You Are Better Than Everyone Else!!!
5. Market Size: Bigger IS Better
6. Business Model: How Will You Make Money
7. Proprietary Tech: What Advantages Do You Have
8. Competition: Know The Competition and You Measure Up
9. Go-To-Market Plan: How Will You Get Customers / Channels
10. Team: Who Is On Your Team
11. Results/Traction: What Have You Achieved So Far
12. Capital: What Do You Need & How Will You Use It
A Good Pitch – All About Storytelling

Growth Stage
 Growth fundamentals
 How PEGs work
 The process
 Institutional investor requirements
 Hurdles & challenges
 Valuation parameters
 Legal aspects

 Model not scalable
 Market too small
 Poor execution experience / team
 Lack of experienced advisors
 Inaccurate assumptions
 Poor market & competitive dynamics
 Lack of access to institutional capital
 Invalid business model
 Inconsistent unit economics
 Not a defendable model
 Regulation
 Irrational competition
Challenges to Growth

Institutional Growth Capital
 Growth capital is the biggest challenge and demand for tech companies across the Atlantic
 Growth is the most pivotal and challenging stage for most companies
 Investment criteria include:
 Sector
 Stage
 Equity check size
 Geography

 The best financial sponsors offer:
 Deep domain & industry expertise
 Strong global networks
 Hands-on approach to portfolio management
 Operations and performance optimization
 Business development
 Recruiting
 Strategic advice
Institutional Growth Capital (Cont.)

Sources of Funds
Growth investing includes many sources:
 National & international financial sponsors
 Corporate venture funds
 Syndicated capital
 Venture debt and working capital
 Strategic investors

 Growth Capital on Balance Sheet
 Cap table restructuring & clean up
 Secondary offerings & liquidity for early investors
 National & international expansion
 Acquisitions & roll-ups
 Upgrade management team & add key hires
 Board of directors & advisors expansion
 Strategic business development relationships
 Infrastructure
 Business development
 PR & promotion
Uses of Funds

 Team Experienced team with proven track record
 Traction Emerging revenue, customer and product traction
 Target Market Large, growing addressable market
 Scalability Inherent platform and architectural scalability
 Business Model Differentiated, proven, profitable, & capital efficient business model
 Monetization Mechanism Recurring and high margin
 Competitiveness Ability to disrupt established players or markets
 Defendable IP Difficult or time consuming to replicate
 Valuation Market appropriate valuation
 Industry / Sector Trends
 Timing
Inflection / expansion opportunities, secular vs cyclical shifts
Is the market ripe for significant growth
Investments Requirements

 Deal Selection: Extensive deal opportunities and industry insight
 Market Check: Discuss and corroborate with other VCs, industry executives, etc.
 Diligence: Utilize industry connections and deep diligence expertise
 Examination: Prepare thorough deal review documentation
 Analysis: Deep expertise in financial structuring
 Inv. Committee: Team-wide Deal Committee
 Negotiations: Skilled negotiation, valuation analysis, liquidation preference, etc.
 Closing: Efficient transaction processing
 Monitoring: Board representation, monitoring and KPI tracking, recruiting
 Advice: Growth acceleration, capital, valuation and exit
 Connections: Business development, recruiting, etc.
Institutional Investment Process

Investors’ goal is always to minimize risk!!!
 Market / Customer Adoption
 Business Model
 Technology
 Sector
 Execution
 Management
 Irrational Competition
 Economic Cycle
 Capital
 Secular & Cyclical Shifts
Risks Factors

Sector specific macro conditions play a significant
role:
 Which competitors have sold?
 Which competitors have raised money?
 What is going on with key hires in the sector?
 Is there consolidation occurring?
 Is the sector becoming commoditized?
 Cost of capital
 General M&A trends
Have the key premium buyers already made their
bets?
Macro Factors & Market Timing

Metrics – How Do You Stack Up

Marketing Process
 Assemble the team
 Prepare the necessary materials
 Determine the universe of investors
 Contact prospective investors
 If qualified, send NDA
 If interested, send Executive Summary
 Provide data room access
 Respond to Due Diligence (DD) request lists
 Arrange “Management Presentations”
 Analyze term sheets
 Conduct negotiations

The Due Diligence Process
 Financial & Accounting
 Legal
 Business

 Ways to Grow Valuation:
 Leverage
 Multiple Expansion
 EBITDA growth
 Common Challenges:
 Broken business model
 Broken team/execution
 Broken cap table
 Exit Strategies:
 Majority recap
 Strategic sale
 IPO
Investors’ Key Considerations

 Cost and availability of capital
 Number and size of transactions
 Number of new funds formed
 Level of activity in the sector
 Recent transactions
 Sector consolidation
 What are the recent transactions
metrics?
State of Private Equity & Venture Capital

133
Where is the industry/sector in its valuation lifecycle?
Industry/Sector Trends

134
 How much?
 Who are the natural buyers for this asset?
Competitive Trends

135
Flow of Capital
 Is the sector being funded in all stages?
 Are VCs & PEGs still warm on the sector?

 Have the top 3 buyers made their moves?
 Is the buy universe cash rich?
 Recent transactions
 Has consolidation begun in the sector?
 What are the recent transactions metrics?
State of Buyer Universe

Required Documents
 Executive Summary
 NDA
 Management Presentation
 Financial Model

Optimizing Valuation, Terms & Conditions
 Have really accurate, up-to-date data
 Demonstrate use of information to run the business well
 Maximize working capital
 Understand your sector, segment, competitors, and customers
 Be clear about omni-channel implications
 Generate top-line growth through new products and/or markets
 Identify and build relationships with your optimal investors/buyers
 Raise capital when it is available, not when you need it most
 Sell into growth and strength

But how
do I sell
my
company?
???

Two Types of Buyers
Strategic Buyers
Financial Sponsors

Types of Sale
Asset Sale & Stock Sale
What’s a Sale: Change of control. 50.1% and over

Know the Buyers
 Who are the key strategic / premium buyers?
 Established/larger players in market
 Adjacent market players
 Competitors
 Complementary technology
 Comp
 Who are the key financial sponsors?
 PEGs with sector experience
 Can write big checks
 Do not have competitive assets

Know Your Competitors
 Who has sold?
 How much have they raised?
 Who is struggling?

Planning the Exit
 Establish strong presence in the market
 Know the buyer universe
 Clean up cap table
 Remove all friction
 Get audited financials
 Have up-to-date metrics
 Establish close relationships with all key buyers
 Become a thought leaders in the sector
 Acquire marquis customers – Referencable
 Solve a problem that the big buyers can’t solve
Good Companies Are Bought,
Not Sold

Building the Team
 M&A Lawyer – Deal Structure,
Documentation, and Legal Due
Diligence
 Accounting Firm – Tax Structure
and Financial Due Diligence
 Investment Banker – Buyer
Outreach, Process, and
Negotiations
 Key, Trusted Individuals
 Board Advisors
 Board of Directors
 Shareholder Services
 VDR Services

Managing In-Bound Interest
 Every good company gets in-
bound interest
 Many time, it is information
gathering only; No merit
 If serious and viable, it makes for a
good tool to do a market check
 With an in-bound offer in hand,
company can apply pressure on
prospective buyers to act quickly

Sector specific macro conditions play a
significant role:
 What are the valuation trends of publicly
traded competitors?
 Is there consolidation occurring?
 Is the sector becoming commoditized?
 Cost of capital
 General M&A trends
Have the key premium buyers already
made their bets?
Macro Factors & Market Timing

152
Where is the industry/sector in its valuation lifecycle?
 Platforms & disintermediation
 Increase in growth funding
 Ecosystem maturity
 Technical & senior management talent hunt
 Increased global competition
 Continuation of valuation cycles
 New sources of capital
 It is all about scale
Industry/Sector Trends & Valuation

153
 How much?
Competitive Trends

154
Flow of Capital
 Is the sector being funded in all stages?
 Are VCs & PEGs still warm on the sector?

 Public & private
 Has consolidation begun in the sector?
 What are the recent transactions metrics?
155
Recent Transactions

Why Engage an Investment Banker
 Trusted advisor throughout the
entire process
 Create / enhance perception of
competitive process
 Buyer influence and negotiation
 Coordination and technical
execution
 Increased certainty of close
 Reduced management involvement

Required Documents
 Executive Summary
 NDA - Non-Disclosure Agreement
 Confidential Information Memorandum (CIM)
 Management Presentation
 Financial Model

Buyer Considerations
 Financial
 Accretive
 Technology
 Talent
 Strategic
 Competitive pressures
 Market entrance or expansion
 Geographical entrance or expansion
 Buy vs. build
 Keep it out of competitor’s hands
 Take it off the market

Marketing Process
 Assemble the team
 Prepare the necessary materials:
 Determine the universe of buyers
 Contact prospective buyers
 If qualified, send NDA
 If interested, send CIM
 Provide data room access
 Respond to Due Diligence (DD) requests
 Arrange “Management Presentations”
 Submit “Bid Solicitation Letter”
 Prepare “Draft Purchase Agreement”
 Analyze proposals
 Conduct negotiations

Maximizing the Transaction Value
 Have really accurate, up-to-date data
 Demonstrate use of information to run the business well
 Maximize working capital
 Understand your sector, segment, and customers
 Be clear about omni-channel implications
 Generate top-line growth through new products and/or markets
 Identify and build relationships with your optimal investors/buyers
 Raise capital when it is available, not when you need it most
Sell into growth and strength

 Goal is to collect and evaluate final bids from buyers
 Understand each buyer’s motivation for the transaction
 Maximize value for shareholders through negotiations
 Obtain best consideration package (cash and / or stock)
 Ensure a tight and disciplined timeline
Negotiations & Positioning

Discussion
10:45 – 11:15
02/12/2016 166Team Finland Communications, September 2016

Lunch & Networking
10:45 – 11:15
02/12/2016 167Team Finland Communications, September 2016

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