The document provides an overview of an M&A exit case study involving the company Arete Labs, which offers at-home blood testing. The board is considering an unsolicited $50 million purchase offer from a strategic buyer. The summary discusses evaluating the offer, exploring alternatives, and performing valuation analyses to determine if selling is the best option or if countering for a higher price is warranted. The board must weigh their fiduciary duties in deciding how to respond to protect shareholder interests.
Recorded 10/19/2023
This webinar is critical for entrepreneurs who will be raising a preferred round in the near future. This webinar is designed to teach you what to expect when your company sells preferred stock in a venture round.
During this webinar, veteran Silicon Valley venture capital attorney Alidad Vakili will cover the following topics:
· What venture capitalists are looking for when they invest in a company
· What makes a company a potential investment for a venture capital fund
· Pre-round issues
· What makes a good investor and how to find them
· How to negotiate a term sheet
· The deal documentation
· The diligence process
· Closing issues
· Post-closing issues
· Common pitfalls when raising venture capital
· And more!
About the Speaker
Alidad Vakili is an attorney in the Palo Alto office of Foley and Lardner, an international law firm. He regularly represents startup and emerging growth companies at every stage of the company lifecycle—from startup to liquidity. He frequently advises clients on a variety of strategic growth issues including venture capital and private equity financing, private offerings, joint ventures and M&A transactions. His work includes not only advising on major corporate milestones but also significant involvement in day-to-day operations and strategic business issues, such as formation, governance, and commercial agreements.
This document summarizes a presentation on seed financing structures for startups. It discusses common share equity, convertible debt, and preferred shares as options for seed financing. It also covers topics like capitalization tables, valuation, and terms of convertible notes from the Business Development Bank of Canada (BDC). Examples of capitalization tables are provided to illustrate how ownership is allocated for founders, investors, and option pools through different financing rounds.
How to do a Venture Capital Financing in 2024ideatoipo
Presented 2/15/2024
This webinar is critical for entrepreneurs who will be raising a preferred round in the near future. This webinar is designed to teach you what to expect when your company sells preferred stock in a venture round.
During this webinar, veteran Silicon Valley venture capital attorney Alidad Vakili will cover the following topics:
· What venture capitalists are looking for when they invest in a company
· What makes a company a potential investment for a venture capital fund
· Pre-round issues
· What makes a good investor and how to find them
· How to negotiate a term sheet
· The deal documentation
· The diligence process
· Closing issues
· Post-closing issues
· Common pitfalls when raising venture capital
· And more!
Come with your questions and scenarios.
About the Speaker
Alidad Vakili is an attorney in the Palo Alto office of Foley and Lardner, an international law firm. He regularly represents startup and emerging growth companies at every stage of the company lifecycle—from startup to liquidity. He frequently advises clients on a variety of strategic growth issues including venture capital and private equity financing, private offerings, joint ventures and M&A transactions. His work includes not only advising on major corporate milestones but also significant involvement in day-to-day operations and strategic business issues, such as formation, governance, and commercial agreements.
For more info on Idea to IPO events, visit:
www.idea-to-ipo.com
This document provides an overview of capitalization tables and related topics. It begins with an explanation of actual and pro forma capitalization tables, including the key components of each. It then discusses the different types of securities that can be on a capitalization table like common stock, options, and convertible debt. The rest of the document reviews who is typically included on a capitalization table such as founders, employees, investors. It also covers related topics like vesting, anti-dilution protection, an example Series A term sheet and pro forma capitalization table. The document aims to provide a comprehensive introduction to understanding and working with capitalization tables.
Keith White from Burkland Associates on Startup Fundraisings AngelLaunch 2014...Keith White
The document provides an overview of early stage fundraising for startups. It discusses key topics such as valuation methods, the differences between common and preferred stock, how to structure financing rounds while minimizing dilution for founders, and alternatives like convertible debt. Quantitative examples are provided to illustrate valuation negotiations and how preferred stock terms like liquidation preferences and discounts are applied in different funding scenarios. The document aims to help founders understand important considerations for early fundraising.
How to Position Your Startup for Venture Capital Fundingideatoipo
During this webinar you will learn the basics of the venture model and path along with the necessary steps to take so that your company’s legal structure is an attractive investment. The discussion will cover:
1. Why a Delaware C-Corp is the most-common structure
2. How to document the relationship of the founders and early employees
3. The typical funding stages of a successful startup
4. An overview of convertible debt and SAFEs
5. Why it’s critical to run pro forma cap tables before financings
6. What happens in a venture financing
7. Why compliance with securities laws is important
8. Common legal mistakes in raising capital
9. And much, much more
Come with your questions and get ready to be excited about venture funding!
About the Speaker
Alidad Vakili is an attorney in the San Francisco office of K&L Gates LLP, an international law firm. He regularly represents startup and emerging growth companies at every stage of the company lifecycle—from startup to liquidity. He frequently advises clients on a variety of strategic growth issues including venture capital and private equity financing, private offerings, joint ventures and M&A transactions. His work includes not only advising on major corporate milestones but also significant involvement in day-to-day operations and strategic business issues, such as formation, governance, and commercial agreements.
How to Position Your Startup for Venture Capital Fundingideatoipo
During this webinar you will learn the basics of the venture model and path along with the necessary steps to take so that your company’s legal structure is an attractive investment.
The discussion will cover:
Why a Delaware C-Corp is the most-common structure
How to document the relationship of the founders and early employees
The typical funding stages of a successful startup
An overview of convertible debt and SAFEs
Why it’s critical to run pro forma cap tables before financings
What happens in a venture financing
Why compliance with securities laws is important
Common legal mistakes in raising capital
And much, much more
Recorded 10/19/2023
This webinar is critical for entrepreneurs who will be raising a preferred round in the near future. This webinar is designed to teach you what to expect when your company sells preferred stock in a venture round.
During this webinar, veteran Silicon Valley venture capital attorney Alidad Vakili will cover the following topics:
· What venture capitalists are looking for when they invest in a company
· What makes a company a potential investment for a venture capital fund
· Pre-round issues
· What makes a good investor and how to find them
· How to negotiate a term sheet
· The deal documentation
· The diligence process
· Closing issues
· Post-closing issues
· Common pitfalls when raising venture capital
· And more!
About the Speaker
Alidad Vakili is an attorney in the Palo Alto office of Foley and Lardner, an international law firm. He regularly represents startup and emerging growth companies at every stage of the company lifecycle—from startup to liquidity. He frequently advises clients on a variety of strategic growth issues including venture capital and private equity financing, private offerings, joint ventures and M&A transactions. His work includes not only advising on major corporate milestones but also significant involvement in day-to-day operations and strategic business issues, such as formation, governance, and commercial agreements.
This document summarizes a presentation on seed financing structures for startups. It discusses common share equity, convertible debt, and preferred shares as options for seed financing. It also covers topics like capitalization tables, valuation, and terms of convertible notes from the Business Development Bank of Canada (BDC). Examples of capitalization tables are provided to illustrate how ownership is allocated for founders, investors, and option pools through different financing rounds.
How to do a Venture Capital Financing in 2024ideatoipo
Presented 2/15/2024
This webinar is critical for entrepreneurs who will be raising a preferred round in the near future. This webinar is designed to teach you what to expect when your company sells preferred stock in a venture round.
During this webinar, veteran Silicon Valley venture capital attorney Alidad Vakili will cover the following topics:
· What venture capitalists are looking for when they invest in a company
· What makes a company a potential investment for a venture capital fund
· Pre-round issues
· What makes a good investor and how to find them
· How to negotiate a term sheet
· The deal documentation
· The diligence process
· Closing issues
· Post-closing issues
· Common pitfalls when raising venture capital
· And more!
Come with your questions and scenarios.
About the Speaker
Alidad Vakili is an attorney in the Palo Alto office of Foley and Lardner, an international law firm. He regularly represents startup and emerging growth companies at every stage of the company lifecycle—from startup to liquidity. He frequently advises clients on a variety of strategic growth issues including venture capital and private equity financing, private offerings, joint ventures and M&A transactions. His work includes not only advising on major corporate milestones but also significant involvement in day-to-day operations and strategic business issues, such as formation, governance, and commercial agreements.
For more info on Idea to IPO events, visit:
www.idea-to-ipo.com
This document provides an overview of capitalization tables and related topics. It begins with an explanation of actual and pro forma capitalization tables, including the key components of each. It then discusses the different types of securities that can be on a capitalization table like common stock, options, and convertible debt. The rest of the document reviews who is typically included on a capitalization table such as founders, employees, investors. It also covers related topics like vesting, anti-dilution protection, an example Series A term sheet and pro forma capitalization table. The document aims to provide a comprehensive introduction to understanding and working with capitalization tables.
Keith White from Burkland Associates on Startup Fundraisings AngelLaunch 2014...Keith White
The document provides an overview of early stage fundraising for startups. It discusses key topics such as valuation methods, the differences between common and preferred stock, how to structure financing rounds while minimizing dilution for founders, and alternatives like convertible debt. Quantitative examples are provided to illustrate valuation negotiations and how preferred stock terms like liquidation preferences and discounts are applied in different funding scenarios. The document aims to help founders understand important considerations for early fundraising.
How to Position Your Startup for Venture Capital Fundingideatoipo
During this webinar you will learn the basics of the venture model and path along with the necessary steps to take so that your company’s legal structure is an attractive investment. The discussion will cover:
1. Why a Delaware C-Corp is the most-common structure
2. How to document the relationship of the founders and early employees
3. The typical funding stages of a successful startup
4. An overview of convertible debt and SAFEs
5. Why it’s critical to run pro forma cap tables before financings
6. What happens in a venture financing
7. Why compliance with securities laws is important
8. Common legal mistakes in raising capital
9. And much, much more
Come with your questions and get ready to be excited about venture funding!
About the Speaker
Alidad Vakili is an attorney in the San Francisco office of K&L Gates LLP, an international law firm. He regularly represents startup and emerging growth companies at every stage of the company lifecycle—from startup to liquidity. He frequently advises clients on a variety of strategic growth issues including venture capital and private equity financing, private offerings, joint ventures and M&A transactions. His work includes not only advising on major corporate milestones but also significant involvement in day-to-day operations and strategic business issues, such as formation, governance, and commercial agreements.
How to Position Your Startup for Venture Capital Fundingideatoipo
During this webinar you will learn the basics of the venture model and path along with the necessary steps to take so that your company’s legal structure is an attractive investment.
The discussion will cover:
Why a Delaware C-Corp is the most-common structure
How to document the relationship of the founders and early employees
The typical funding stages of a successful startup
An overview of convertible debt and SAFEs
Why it’s critical to run pro forma cap tables before financings
What happens in a venture financing
Why compliance with securities laws is important
Common legal mistakes in raising capital
And much, much more
Attached is a presentation that Sonia Desai and I recently gave to the Estate Planning Section of the Austin Bar Association on discounts for lack of control and marketability. Feel free to contact me with any questions or if you'd like us to present this to your group.
Valuation models for early-stage knowledge-based/technology companiesGregory Phipps
Slide deck on valuation models for early-stage knowledge-based/technology companies delivered to The Canadian Institute of Chartered Business Valuators - Sept 18, 2014
This document provides an overview of the venture capital financing process from idea to IPO. It discusses key topics such as the venture capital model, ideal venture capital investors, preliminary considerations for financing, the term sheet, deal documentation, diligence process, side letters, common pitfalls, and closing and post-closing issues. The presentation is intended to provide a general educational overview rather than legal advice for any specific situation.
This document discusses business valuation and provides an overview of the valuation process. It begins by explaining that business valuation involves giving an opinion on the value of a business's ownership interest based on the assets and liabilities. The valuation process involves analyzing internal company information, industry and economic factors, and using the asset, income, and market approaches to valuation. It then provides more details on each valuation approach and the steps involved before reconciling the different values into a final conclusion. The document also provides considerations for different types of businesses, like manufacturing, and ways for business owners to maximize their value.
How to Position Your Startup for Venture Capital Fundingideatoipo
During this webinar you will learn the basics of the venture model and path along with the necessary steps to take so that your company’s legal structure is an attractive investment. The discussion will cover:
1. Why a Delaware C-Corp is the most-common structure
2. How to document the relationship of the founders and early employees
3. The typical funding stages of a successful startup
4. An overview of convertible debt and SAFEs
5. Why it’s critical to run pro forma cap tables before financings
6. What happens in a venture financing
7. Why compliance with securities laws is important
8. Common legal mistakes in raising capital
9. And much, much more
Employee Share Schemes & Capital Raising | Wednesdays with Redchip AugustRedchip
Our experts look at two interacting strategies for businesses experiencing, or striving for, high growth:
1. Employee Share Schemes (also known as Employee Share Option Plans) - how do they work and what are the benefits for employers and employees?
2. Capital Raising - how to prepare your business to approach investors and issues to consider in relation to Employee Share Schemes.
- Reassess identification of all assets and liabilities to ensure all were identified
- Review procedures used to measure amounts required to be recognized
- Consider if purchase price is significantly below value of tangible assets, working capital or other benchmarks
- If fair value of net assets exceeds consideration paid, it represents a bargain purchase requiring recognition of gain
Determining if a transaction meets the definition of a bargain purchase requires carefully reassessing the identification and measurement of all assets and liabilities to validate the excess fair value.
This document summarizes key points from a presentation on term sheet negotiations. It discusses how to allocate value between investors and founders regarding valuation, capitalization, liquidation preferences, dividends, and other terms. It also covers managing the company through board composition, protective provisions, and drag along rights. Investor rights like right of first offer, anti-dilution, right of first refusal, and redemption are examined. Recommendations are provided on negotiating favorable terms for founders.
The document provides an overview of how to do a venture capital financing. It discusses structural considerations like entity type and jurisdiction. It also covers documentation for founders, financing options like convertible debt and equity, valuation and dilution concepts, and an overview of the venture capital financing process including getting investment ready and common pitfalls.
This document summarizes key terms related to venture capital term sheets. It discusses the purpose of a term sheet, common instruments used in financings like preferred shares and convertible notes, liquidation preferences, rights that investors obtain like affirmative rights and board seats, founder vesting schedules, and other terms like anti-dilution, valuation methods for convertible notes, and more. The document provides examples to illustrate concepts like liquidation preferences and anti-dilution calculations.
The document discusses valuation aspects related to due diligence, legal and regulatory requirements. It provides contact information for valuation services related to foreign direct investment (FDI), overseas direct investment (ODI) and requirements under the Companies Act. The document then covers various valuation concepts including standard of valuation, thesis of valuation, economics of valuation and methodologies. It discusses the discounted cash flow (DCF) method prescribed by RBI for FDI valuation and characteristics and process of DCF valuation.
Venture capital involves private equity investments made to help launch and expand new companies. Venture capitalists sift through many investment opportunities to identify a few promising startups to finance. They provide funding and support to entrepreneurs by helping with tasks like recruiting and connecting with customers. Venture capital aims to achieve high returns through backing companies that experience exponential growth, with the expectation that many investments may fail but a few will achieve returns 10 times the initial investment or higher.
"How to maximize your potential to attract US capital" by John Bautista TheFamily
By John Bautista, Partner at Orrick.
Join us IRL next time! http://meetup.com/thefamilyspecialevents
The contents of this video are intended for general information purposes only and should not be considered or construed as legal advice. The distribution of this presentation or its content is not intended to create, and receipt of it does not constitute, an attorney-client relationship. (The views set forth herein are the personal views of the presenters and do not necessarily reflect those of Orrick, Herrington & Sutcliffe.)
How to Raise Seed Funding for Your Startup: Convertible Notes and SAFEsideatoipo
Seed financings enable a startup to put together its initial team, build a working prototype, and begin to test the market. Often these investments are made via convertible debt or SAFEs. Veteran Silicon Valley startup and corporate attorney Alidad Vakili will cover the following topics:
1. Required corporate structure
2. Legal considerations when pitching investors for seed financing
3. Differences between using convertible debt and SAFEs
4. Key terms and considerations when raising seed funding
5. Common mistakes and pitfalls that companies make when raising seed funding via convertible debt and SAFEs
6. How to close your seed financing
7. Important post-closing tasks
8. And much, much more
Come with your questions and get ready to be excited about seed financings!
About the Speaker
Alidad Vakili is an attorney in the Palo Alto office of Foley and Lardner, an international law firm. He regularly represents startup and emerging growth companies at every stage of the company lifecycle—from startup to liquidity. He frequently advises clients on a variety of strategic growth issues including venture capital and private equity financing, private offerings, joint ventures and M&A transactions. His work includes not only advising on major corporate milestones but also significant involvement in day-to-day operations and strategic business issues, such as formation, governance, and commercial agreements.
Investing in the cannabis industry presents some unique challenges. Seasoned cannabis investor, Micah Tapman of Canopy, goes over what investors should think about when valuing potential investments.
Restructuring in corporate businesses, its strategic forms & financing methods are interpreted. The basic forms are highlighted using a suitable example & the control, or transfer of finances as well the raising of the equity capital in business environment.
The document provides an overview of financial institutions group (FIG) investment banking, including typical roles, products and services in FIG, as well as learning objectives and sections for understanding FIG concepts like benchmarking analyses, capital roll forwards, and risk management. It defines FIG as the investment banking group that provides capital raising and advisory services for financial institutions like banks, insurance companies, and asset managers.
The document provides an overview and agenda for a business valuation boot camp. It discusses introducing business valuation and reasons valuations are needed. Key topics include defining value, valuation principles and methodologies, and selecting valuation advisors. The presentation covers standard of value, enterprise value versus equity value, asset, income and market approaches. Specific valuation methods like discounted cash flow and guideline public company are demonstrated. The summary emphasizes valuations consider future performance and cash flow, and utilize multiple appropriate methodologies for a defensible conclusion.
Anny Serafina Love - Letter of Recommendation by Kellen Harkins, MS.AnnySerafinaLove
This letter, written by Kellen Harkins, Course Director at Full Sail University, commends Anny Love's exemplary performance in the Video Sharing Platforms class. It highlights her dedication, willingness to challenge herself, and exceptional skills in production, editing, and marketing across various video platforms like YouTube, TikTok, and Instagram.
Attached is a presentation that Sonia Desai and I recently gave to the Estate Planning Section of the Austin Bar Association on discounts for lack of control and marketability. Feel free to contact me with any questions or if you'd like us to present this to your group.
Valuation models for early-stage knowledge-based/technology companiesGregory Phipps
Slide deck on valuation models for early-stage knowledge-based/technology companies delivered to The Canadian Institute of Chartered Business Valuators - Sept 18, 2014
This document provides an overview of the venture capital financing process from idea to IPO. It discusses key topics such as the venture capital model, ideal venture capital investors, preliminary considerations for financing, the term sheet, deal documentation, diligence process, side letters, common pitfalls, and closing and post-closing issues. The presentation is intended to provide a general educational overview rather than legal advice for any specific situation.
This document discusses business valuation and provides an overview of the valuation process. It begins by explaining that business valuation involves giving an opinion on the value of a business's ownership interest based on the assets and liabilities. The valuation process involves analyzing internal company information, industry and economic factors, and using the asset, income, and market approaches to valuation. It then provides more details on each valuation approach and the steps involved before reconciling the different values into a final conclusion. The document also provides considerations for different types of businesses, like manufacturing, and ways for business owners to maximize their value.
How to Position Your Startup for Venture Capital Fundingideatoipo
During this webinar you will learn the basics of the venture model and path along with the necessary steps to take so that your company’s legal structure is an attractive investment. The discussion will cover:
1. Why a Delaware C-Corp is the most-common structure
2. How to document the relationship of the founders and early employees
3. The typical funding stages of a successful startup
4. An overview of convertible debt and SAFEs
5. Why it’s critical to run pro forma cap tables before financings
6. What happens in a venture financing
7. Why compliance with securities laws is important
8. Common legal mistakes in raising capital
9. And much, much more
Employee Share Schemes & Capital Raising | Wednesdays with Redchip AugustRedchip
Our experts look at two interacting strategies for businesses experiencing, or striving for, high growth:
1. Employee Share Schemes (also known as Employee Share Option Plans) - how do they work and what are the benefits for employers and employees?
2. Capital Raising - how to prepare your business to approach investors and issues to consider in relation to Employee Share Schemes.
- Reassess identification of all assets and liabilities to ensure all were identified
- Review procedures used to measure amounts required to be recognized
- Consider if purchase price is significantly below value of tangible assets, working capital or other benchmarks
- If fair value of net assets exceeds consideration paid, it represents a bargain purchase requiring recognition of gain
Determining if a transaction meets the definition of a bargain purchase requires carefully reassessing the identification and measurement of all assets and liabilities to validate the excess fair value.
This document summarizes key points from a presentation on term sheet negotiations. It discusses how to allocate value between investors and founders regarding valuation, capitalization, liquidation preferences, dividends, and other terms. It also covers managing the company through board composition, protective provisions, and drag along rights. Investor rights like right of first offer, anti-dilution, right of first refusal, and redemption are examined. Recommendations are provided on negotiating favorable terms for founders.
The document provides an overview of how to do a venture capital financing. It discusses structural considerations like entity type and jurisdiction. It also covers documentation for founders, financing options like convertible debt and equity, valuation and dilution concepts, and an overview of the venture capital financing process including getting investment ready and common pitfalls.
This document summarizes key terms related to venture capital term sheets. It discusses the purpose of a term sheet, common instruments used in financings like preferred shares and convertible notes, liquidation preferences, rights that investors obtain like affirmative rights and board seats, founder vesting schedules, and other terms like anti-dilution, valuation methods for convertible notes, and more. The document provides examples to illustrate concepts like liquidation preferences and anti-dilution calculations.
The document discusses valuation aspects related to due diligence, legal and regulatory requirements. It provides contact information for valuation services related to foreign direct investment (FDI), overseas direct investment (ODI) and requirements under the Companies Act. The document then covers various valuation concepts including standard of valuation, thesis of valuation, economics of valuation and methodologies. It discusses the discounted cash flow (DCF) method prescribed by RBI for FDI valuation and characteristics and process of DCF valuation.
Venture capital involves private equity investments made to help launch and expand new companies. Venture capitalists sift through many investment opportunities to identify a few promising startups to finance. They provide funding and support to entrepreneurs by helping with tasks like recruiting and connecting with customers. Venture capital aims to achieve high returns through backing companies that experience exponential growth, with the expectation that many investments may fail but a few will achieve returns 10 times the initial investment or higher.
"How to maximize your potential to attract US capital" by John Bautista TheFamily
By John Bautista, Partner at Orrick.
Join us IRL next time! http://meetup.com/thefamilyspecialevents
The contents of this video are intended for general information purposes only and should not be considered or construed as legal advice. The distribution of this presentation or its content is not intended to create, and receipt of it does not constitute, an attorney-client relationship. (The views set forth herein are the personal views of the presenters and do not necessarily reflect those of Orrick, Herrington & Sutcliffe.)
How to Raise Seed Funding for Your Startup: Convertible Notes and SAFEsideatoipo
Seed financings enable a startup to put together its initial team, build a working prototype, and begin to test the market. Often these investments are made via convertible debt or SAFEs. Veteran Silicon Valley startup and corporate attorney Alidad Vakili will cover the following topics:
1. Required corporate structure
2. Legal considerations when pitching investors for seed financing
3. Differences between using convertible debt and SAFEs
4. Key terms and considerations when raising seed funding
5. Common mistakes and pitfalls that companies make when raising seed funding via convertible debt and SAFEs
6. How to close your seed financing
7. Important post-closing tasks
8. And much, much more
Come with your questions and get ready to be excited about seed financings!
About the Speaker
Alidad Vakili is an attorney in the Palo Alto office of Foley and Lardner, an international law firm. He regularly represents startup and emerging growth companies at every stage of the company lifecycle—from startup to liquidity. He frequently advises clients on a variety of strategic growth issues including venture capital and private equity financing, private offerings, joint ventures and M&A transactions. His work includes not only advising on major corporate milestones but also significant involvement in day-to-day operations and strategic business issues, such as formation, governance, and commercial agreements.
Investing in the cannabis industry presents some unique challenges. Seasoned cannabis investor, Micah Tapman of Canopy, goes over what investors should think about when valuing potential investments.
Restructuring in corporate businesses, its strategic forms & financing methods are interpreted. The basic forms are highlighted using a suitable example & the control, or transfer of finances as well the raising of the equity capital in business environment.
The document provides an overview of financial institutions group (FIG) investment banking, including typical roles, products and services in FIG, as well as learning objectives and sections for understanding FIG concepts like benchmarking analyses, capital roll forwards, and risk management. It defines FIG as the investment banking group that provides capital raising and advisory services for financial institutions like banks, insurance companies, and asset managers.
The document provides an overview and agenda for a business valuation boot camp. It discusses introducing business valuation and reasons valuations are needed. Key topics include defining value, valuation principles and methodologies, and selecting valuation advisors. The presentation covers standard of value, enterprise value versus equity value, asset, income and market approaches. Specific valuation methods like discounted cash flow and guideline public company are demonstrated. The summary emphasizes valuations consider future performance and cash flow, and utilize multiple appropriate methodologies for a defensible conclusion.
Similar to VC Exit Through M&A - Aleksey Krylov (20)
Anny Serafina Love - Letter of Recommendation by Kellen Harkins, MS.AnnySerafinaLove
This letter, written by Kellen Harkins, Course Director at Full Sail University, commends Anny Love's exemplary performance in the Video Sharing Platforms class. It highlights her dedication, willingness to challenge herself, and exceptional skills in production, editing, and marketing across various video platforms like YouTube, TikTok, and Instagram.
IMPACT Silver is a pure silver zinc producer with over $260 million in revenue since 2008 and a large 100% owned 210km Mexico land package - 2024 catalysts includes new 14% grade zinc Plomosas mine and 20,000m of fully funded exploration drilling.
buy old yahoo accounts buy yahoo accountsSusan Laney
As a business owner, I understand the importance of having a strong online presence and leveraging various digital platforms to reach and engage with your target audience. One often overlooked yet highly valuable asset in this regard is the humble Yahoo account. While many may perceive Yahoo as a relic of the past, the truth is that these accounts still hold immense potential for businesses of all sizes.
Event Report - SAP Sapphire 2024 Orlando - lots of innovation and old challengesHolger Mueller
Holger Mueller of Constellation Research shares his key takeaways from SAP's Sapphire confernece, held in Orlando, June 3rd till 5th 2024, in the Orange Convention Center.
Industrial Tech SW: Category Renewal and CreationChristian Dahlen
Every industrial revolution has created a new set of categories and a new set of players.
Multiple new technologies have emerged, but Samsara and C3.ai are only two companies which have gone public so far.
Manufacturing startups constitute the largest pipeline share of unicorns and IPO candidates in the SF Bay Area, and software startups dominate in Germany.
At Techbox Square, in Singapore, we're not just creative web designers and developers, we're the driving force behind your brand identity. Contact us today.
Discover timeless style with the 2022 Vintage Roman Numerals Men's Ring. Crafted from premium stainless steel, this 6mm wide ring embodies elegance and durability. Perfect as a gift, it seamlessly blends classic Roman numeral detailing with modern sophistication, making it an ideal accessory for any occasion.
https://rb.gy/usj1a2
Recruiting in the Digital Age: A Social Media MasterclassLuanWise
In this masterclass, presented at the Global HR Summit on 5th June 2024, Luan Wise explored the essential features of social media platforms that support talent acquisition, including LinkedIn, Facebook, Instagram, X (formerly Twitter) and TikTok.
3 Simple Steps To Buy Verified Payoneer Account In 2024SEOSMMEARTH
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Buy Verified Payoneer Account With 100% secure documents, [ USA, UK, CA ]. Are you looking for a reliable and safe way to receive payments online? Then you need buy verified Payoneer account ! Payoneer is a global payment platform that allows businesses and individuals to send and receive money in over 200 countries.
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Tata Group Dials Taiwan for Its Chipmaking Ambition in Gujarat’s DholeraAvirahi City Dholera
The Tata Group, a titan of Indian industry, is making waves with its advanced talks with Taiwanese chipmakers Powerchip Semiconductor Manufacturing Corporation (PSMC) and UMC Group. The goal? Establishing a cutting-edge semiconductor fabrication unit (fab) in Dholera, Gujarat. This isn’t just any project; it’s a potential game changer for India’s chipmaking aspirations and a boon for investors seeking promising residential projects in dholera sir.
Visit : https://www.avirahi.com/blog/tata-group-dials-taiwan-for-its-chipmaking-ambition-in-gujarats-dholera/
Top mailing list providers in the USA.pptxJeremyPeirce1
Discover the top mailing list providers in the USA, offering targeted lists, segmentation, and analytics to optimize your marketing campaigns and drive engagement.
1. VC EXIT: M&A 101
September 20, 2023
Tialma
www.tialma.com
2. Aleksey Krylov
• 20+ years of experience
• Tialma, Lead Consultant
• FTERA Advisors, Managing Director
• Last 6 years, strategic CFO for VC-
backed private/public companies with
focus on strategic transactions
(fundraising, M&A, JV)
• 12 years with 4 different family
offices: VC, LBO, structured and
distressed investing: 25 deals,
$500M+ invested
• Started career in investment banking
• MBA Columbia Business School,
BS Babson College
• aleksey@tialma.com
2
4. Disclaimer
4
The numbers presented in the deck and the model are not the
actual historical numbers nor they are projected numbers
reviewed or endorsed by the company
This exercise is for illustrative and educational purposes only
This is not a sale or solicitation to buy the company’s securities
or its services/products
5. Case Study: Arete Labs (AL) Business
At-home blood-testing with patient-centric data analysis
Focus on preventative care, early detection,& chronic disease monitoring
Subscription-driven business model
5
6. Case Study: Arete Labs
Feb 2020
Frank Far launches and invests
$50K (pre-seed, SAFE)
May 2020
$150K
SAFE (seed)
June 2021
$1M
Series A
Dec. 2022
$6M
Series B
September 2023
$50M
Purchase offer /M&A exit
6
8. Arete Labs M&A Offer
8
Frank had drinks last night with Peter, VP of BD for a strategic
buyer, Ripe Aid
They are interested in submitting an unsolicited offer to buy the
Arete Labs today for $50M
Frank has called a Board meeting later this afternoon
Should the Board sell the company?
11. IPO • Some securities are listed on an exchange
• Most commonly common stock
• Can be debt or other securities
• Automatic conversion
• Holders sell at will
• All prefs go into common
• Upside: The stock may run up further post-IPO
• Downside:
• Execution risk
• IPO flat or down
• Automatic conversion ONLY in qualified financing
events (e.g., size or valuation triggers)
11
13. M&A
• Acquiror (buyer) takes over control of the
Target (seller)
• More likely to be a private /non-transparent
process
• With VC-based companies, trigger
liquidation preferences
• Vesting of options for employee/execs/BOD
• Depending on the offer (cash vs. stock), locks
in the return 13
14. • Synergies /higher growth opportunities
• Corporate identity /mission
• Long-term perspective
• Access to resources
• Likely premium in the acquisition
• Integration challenges
• Loss of independence
• Inflexible deal terms
• Regulatory hurdle /clearance risk
14
Strategics Private Equity
• Financial & managerial expertise
• Capital
• Flexible deal structure
• Leverage may be available
• Focus on growth
• Short-term focus /limited horizon
• Likely loss of control
• Exit pressure
• Reorganization /cost cutting /layoffs
17. • Value of the seller
• What is intrinsic value?
• Discrete views on the value
• Valuation analyses*
• DCF
• Comps (trading, deals)
• LBO
• Premium <> Synergies
• Structuring
17
• Sum of parts
• Historical multiples
• Step-up
* Not an exhaustive list
19. 3D Chess: Regulatory/Legal/Compliance
Securities laws (federal)
State corporate laws (e.g., Delaware)
Exchange rules (e.g., Nasdaq 20%)
Common /case law
IRS regulation/taxation
HSR (anti-trust)
Other gov reviews: CFIUS + industry-specific
19
Hart-Scott-Rodino Committee on Foreign Investment in the United States
24. Does the BOD need advisors?
24
•Legal
•Banker
•Consulting/accounting/technical
(less common)
Director’s Personal Liability Management
25. The format of the offer dictates the
response…
• “Let’s meet” – no specifics
• LOI/T
erm Sheet (non-binding):
some items are clear (e.g., price,
time, process)
• Firm committed offer: yay/nay
response
25
27. LOI
• Dividends
• Debt
• BOD
• Operations
• Conditions to close
• Governing law
• Other provisions
27
• Structure
• Deal value
• Earnout (?)
• Agreements
• Timeline
28. Assessing the quality of the offer?
• Structure: Cash vs. stock
• Contingencies
• Valuation
28
36. 36
Unreasonable ask?
1)Ask for margins credit (synergies)
2)Ask for market multiples (15x – 20x CF)
$80,000,000 –
$150,000,000
37. Valuation Football Field
37
$114
$98
$82
$186
$159
CFC 50% EBITDA x 15 $133
$148
$127
$106
$234
$201
$167
$0 $50 $100 $150 $200 $250
Not an unreasonable counter or
valuation ask
CFC 30% EBITDA x 21
CFC 30% EBITDA x 18
CFC 30% EBITDA x 15
CFC 50% EBITDA x 21
CFC 50% EBITDA x 18
Current offer
38. Consideration
COH
Fees
$150,000,000
$9,000,000
($2,000,000)
$157,000,000
$ (9,366,904.11)
Series B Pref
$147,633,096
($1,181,260)
Series A Pref
$146,451,835.62
$ (3,246,810.22)
$ (68,183,016.85)
$ (54,085,684.38)
$ (16,234,047.15)
($4,702,276)
Series SAFE Preferred
Common stock
Preferred B as converted
Preferred A as converted
Options
Consideration
COH
Fees
$80,000,000
$9,000,000
($2,000,000)
$87,000,000
$ (9,366,904.11)
Series B Pref
$77,633,096
($1,181,260)
Series A Pref
$ 76,451,835.62
Series SAFE Preferred $
Common stock $
Preferred B as converte $
Preferred A as converte $
(1,694,923.11)
(35,593,386.55)
(28,234,196.13)
(8,474,613.51)
Options ($2,454,716)
Stakeholder Waterfall
38
Consideration
COH
Fees
$50,000,000
$9,000,000
($2,000,000)
$57,000,000
(9,366,904.11)
Series B Pref $
$47,633,096
($1,181,260)
Series A Pref
$ 46,451,835.62
Series SAFE Preferred
Common stock
Preferred B as converted
Preferred A as converted
Options
$ (1,029,828.64)
$ (21,626,402.13)
$ (17,154,986.89)
$ (5,149,141.95)
($1,491,476)
$ (0.00)
Available
$50,000,000
$80,000,000
$150,000,000
39. Stakeholder Returns
39
2/15/2020
(50,000) $
9/20/2023
18,155,169
Founder
IRR
ROI
$
415%
363.10x
5/15/2020
(150,000) $
9/20/2023
772,371
SAFE Investors
IRR
ROI
$
63%
5.15x
6/15/2021
$ (1,000,000) $
9/20/2023
6,330,402
Series A Investors
IRR
ROI
126%
6.33x
12/15/2022
$ (6,000,000) $
9/20/2023
26,521,891
Series B Investors
IRR
ROI
599%
4.42x
$50,000,000
2/15/2020
(50,000) $
9/20/2023
29,880,327
Founder
IRR
ROI
$
491%
597.61x
5/15/2020
(150,000) $
9/20/2023
1,271,192
SAFE Investors
IRR
ROI
$
89%
8.47x
6/15/2021
$ (1,000,000) $
9/20/2023
9,655,874
Series A Investors
IRR
ROI
172%
9.66x
12/15/2022
$ (6,000,000) $
9/20/2023
37,601,100
Series B Investors
IRR
ROI
1003%
6.27x
$80,000,000
2/15/2020
(50,000) $
9/20/2023
57,239,027
Founder
IRR
ROI
$
608%
1144.78x
5/15/2020
(150,000) $
9/20/2023
2,435,108
SAFE Investors
IRR
ROI
$
130%
16.23x
6/15/2021
$ (1,000,000) $
9/20/2023
17,415,307
Series A Investors
IRR
ROI
253%
17.42x
12/15/2022
$ (6,000,000) $
9/20/2023
63,452,588
Series B Investors
IRR
ROI
2088%
10.58x
$150,000,000
41. What Should the Board Do?
• Reject offer?
• Engage in negotiation to improve offer?
• Explore alternatives (other acquiror? IPO?)
41
42. Scaling Initiatives
• Sales & marketing
• Cost down initiatives
• Product line expansion
• R&D, proprietary products
• Geographic reach
• M&A
• AI
42
These uses of cash
creates “drag”on
profitability, sometime
over the long term
Quick and steady turn to profitability is unusual,
especially for high-growth potential businesses
43. An Opinion
• Untapped potential for the business
• No time to scale
• Incentives for some stakeholders to take the $ while others may prefer to
stay in
• Benefit from longer track record of execution
• Approach to negotiation:
• “Go shop”:
• Seek alternative bids from strategics
• Seek private equity partner and structure a partial sale through a secondary and
possibly new capital investment
• Of strategic, aggressive valuation ask (e.g., $150M) but flexible on timing
/terms (e.g., $70M cash upfront, earnout $50M in 2024, $30M in 2025)
43