Seeking Venture Capital or Private Equity Funding: What you need to know when you look for funding in the Post Covid-19 world
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PE and VC Funding: Embracing the New Normal
1. PE & VC
Embracing the New Normal
School of Business and Management CHRIST
III Annual Financial Services Symposium
July 2020
Anjana Vivek
2. At the start
Kinds of Investors
Due Diligence Review
Investment Process
Valuation
In Summary
Agenda
2 2
3. At the Start
Take time out to think/reflect
WHAT are the strengths that the entrepreneurs
bring to this business
WHAT are the constraints they have to either
Address or
Accept (and work keeping this in mind)
3
4. At the Start
Do take time out to think/reflect
Are they looking for funding, now or later?
Can they bootstrap if you do not get funded?
Can they generate revenue if you do not get
funded?
What are the kinds of Funding options available
today for business?
What are the alternate equity investment (plus)
options? VC/ PE/ Incubation?
4
5. At the start
Kinds of Investors
Due Diligence Review
Investment Process
Valuation
In Summary
Agenda
5 5
6. Stages of business
Idea / Seed
R&D / Pilot / Proof of Concept
Commercialization / Scale up
Early Stage
Growth / Later Stage / Expansion
Turnaround
Acquisition, Inorganic expansion
etc.
Funding Strategy & Investor Selection
depends on Stage
Valuation & Valuation Multiples are connected
to stage
7. Different Investors: Different Mandates
HNIs, informal and formal angel groups
Seed Funds
Venture Capital
Private Equity
Banks exploring innovative ways to fund SMEs
Strategic Investors
Corporate Funds; (Family) Business Groups, Indian & Global
Directly and/or through a special division or subsidiary
For employees alone or open to public
As intellectual and/or financial capital with other facilities
Government supported funds
Impact Investors
Incubators
Accelerators
Co-Creators
Crowd funding
Online funding platforms
7
Which
One
Could be
the
Right
Fit
for
the
Venture?
8. What Investors Look for
INVESTOR FIT: Mandate and Fund Philosophy,
stage of investment cycle, other portfolio companies
Team: Education, experience, multi-disciplinary, co-
founder team cohesiveness
Past track, of team members both in and before this
venture, of business
Idea/Business growth and history thus far, ability for
growth and sustainability
Competitive scenario
Risks
Financial plan and funding strategy
AND IN A POST COVID-19 WORLD: RESILIENCE
9. Business Plan
An output based on business model and
strategy, expected to evolve over time
To be forward looking, based on past
knowledge of promoters and their work
experience in the existing or new venture
Assumptions to be tested to see if they will be
valid for execution, i.e. to demonstrate this is not
a business plan on paper alone
Risks to be factored in plan
Multiple scenarios are looked at
revenues expected are discounted
costs and expected cash flows are factored
sensitivity to key parameters are checked
10. Trends: to trigger thinking
POST COVID-19
Time for Due diligence is increasing, as virtual meetings
replace physical ones, negotiations take more time
Many investors prefer to focus on follow-on investment in
existing portfolio companies; hence VC funding for
entrepreneurs first round is impacted
Entrepreneurs are being more than ever carefully
scrutinized for their capability, strength and resilience
Strategic investment, tie-ups and deals are increasing as
ventures are consolidating, pivoting and closing down
business models that are not viable post the pandemic.
Financial models are carefully scrutinized for utilization,
with a high focus on costs and operational efficiency
11. Trends: to trigger thinking
POST COVID-19
Industries have been impacted, some negatively
(airlines, co-working), and some positively (online
education, telemedicine). This has impacted the way
investors are reviewing businesses and business models
As more work gets done remotely, attention is being paid
to how organizations are managing the change, in
operations, in sales and marketing, in handling people
and managing fall outs due to stress and lack of face to
face discussions and more
Some investors are waiting for better times and going
slow, others are ready to invest. Entrepreneurs therefore
need to do a due diligence before deciding which
investor to approach
12. Caselet: You are an investee
Zyco Fund has a life Cycle of 10 years, this is a
fund with overseas investors
In year 7 of the fund, Zyco has offered 1 million
USD for a 15% stake in Amaze Co., in
Bangalore
The promoters of Amaze also have another offer
from Indo, an Indian Fund; they are offering
Rs.10 crores for 20 % stake in the company
What are the key deal aspects the Amaze
founders should consider
12
13. Caselet Debrief - Illustrative
Promoters should make an effort to understand the
mandates of potential investors and their reasons
for investing
The impact of an international investor vs an Indian
investor need to be thought through with due care
The value add and brand accretion or depletion due
to an potential investor need to be factored, it is not
only about money and equity stake percentage
The clauses and fine print in the contract need to be
checked in detail
13
14. Caselet Debrief - Illustrative
Founders should think through possible scenarios
over the next 3-5 years, assuming the company
does as well as projected and also assuming a
scenario where projections are not met
Valuation today and valuation expected tomorrow,
both have a role to play in decision making
Valuations expected in 3-5 years, depend on
assumptions made. These need to be thought
through carefully from multiple angles, operations,
finance, team, competitive landscape and more
14
15. Caselet: You are an investor
GR Fund is a fund of alumni of GR Institution
The Fund invests directly and sometimes the alumni may also
invest in individual capacity
Blyitz, a for profit company, which is working on a BOP
(Bottom of the Pyramid) model has got a commitment from an
Angel Fund (AF)
AF tells Blyitz that they will put in money along with another
co-investor, so Blyitz approaches GR Fund
Another HNI Fund managed by a professional also hears of
this deal and asks for information
How will you evaluate the investment proposal from Blyitz if
you are a Fund Manager for GR Fund? What if you are the
HNI Fund Manager, will your approach be different?
15
16. Caselet Debrief - Illustrative
Each Investor and Fund Manager will approach it
from his or her fund mandate and how the
investment and disinvestment from this company will
fit into this
Internal aspects, such as stage in the Fund Life
Cycle, current portfolio on hand, etc. will also play a
key role in evaluation
If multiple fund managers are involved, the
differences and similarities in the mandates of the
funds will need to be assessed
There needs to be collective discussion as to who
will lead the deal, do the due diligence and play an
active role post the funding. One or more of the
Funds may be involved in these aspects and more
16
17. At the start
Kinds of Investors
Due Diligence Review
Investment Process
Valuation
In Summary
Agenda
17 17
18. What a project must have
TEAM with Execution Capability & Resilience
Huge Addressable Market which can lead to
rapid growth, i.e. this implies:
Total addressable market is really high
Company/team has potential to address this market
Company/team has ambition to address this market
Company/team has the capability to Execute to
achieve high growth
Risks are articulated
.. Etc
19. Due diligence reviews (DDR)
Investment decision is based on DDR, some
illustrative reviews are below. Some aspects of these
may be done in-house by the investor, others may be
out-sourced to experts and professionals:
People
Business
Market
Technology
Accounting
Tax
Legal
HR
Other..
20. An Illustrative Sales Quality Review..
Quality impacts Valuation Multiple
Illustrative indicative parameters, for DDR
Sales Quantity
Quality of revenue - in terms of
product/service/vertical/location etc.
Average revenue per employee
Number of customers, number of high value customers
New customers added
Customers lost
Pipeline customers
Customer acquisition strategy
20
21. Value Creation Review
Investment should have potential for value
creation not value depletion; i.e. beyond
Top line (revenues)
Bottom line (profits) and
Cash flow
To understand financial and non-financial
aspects of business and investment into
business and impact on growth and survival
21
22. Due Diligence Example
E-commerce based special vertical
Forecast was not reflecting expected reality
Expenses uniform across optimistic to pessimistic scenarios
Few expenses were static across several months/years
31st March 20X0 were in1 city; 1st April 1 20X1 to YE in 4
cities; 1st April 20X2 in 8 cities i.e. sudden jumps; not
reflective of stage by stage expansion of business
Recommendation: Management advised to
recast numbers to reflect reality of running
business and not just create an excel sheet
23. Due Diligence Example
Service aggregator(Service also listed on digital platform)
Revenue/profitability review prior to 2nd tranche release
Revenue was accounted on receipt, including annuity
Costing exercise showed gross profit was low for all lines of
business, other than one, with a few loss making. This could
be due to low scale of business; needed further examination
with scenario analysis for growth
Working capital constraints lead to acceptance of low
profit/loss activities with cash advance, against higher profit
jobs where cash would come in later in the delivery cycle
Recommendation: Management advised to look into
revenue recognition, undertake costing exercise and to
relook at pricing strategy. Forecasts to be resubmitted
based on revised plan before 2nd tranche could be
released
24. Due Diligence Example
Example of forecast reflecting possibilities
Pipeline for next year detailed out with customer
segmentation and probability of conversion based on
past record
Domain knowledge and expertise demonstrated on
questioning, for example in food business about
customers eating habits etc.
Recommendation: Prima facie this looked as if the
management had done their homework and that they
had domain knowledge. A technology product review
was recommended before getting into valuation and
negotiation
25. At the start
Kinds of Investors
Due Diligence Review
Investment Process
Valuation
In Summary
Agenda
25 25
26. VC investment & exit
Initial
Meetings
Prelimnary
Project
Review by
Venture
Capitalist
Term Sheet
Signed by
Venture
Capitalist &
Promoters
Due
Diligence
Review of
Project
Venture
Capitalist
with Funds
Promoters
with
Project
Legal
Documents
/Agreement
Signed
Investment
made by
Venture
Capitalist
in Project
Mentoring
&
Monitoring
of Project
Divestment
& Exit
from
Project
Promoters
Venture
Capitalist
27. At the start
Kinds of Investors
Due Diligence Review
Investment Process
Valuation
In Summary
Agenda
27 27
28. Valuation
Based on
Tangibles and intangibles
Data and assumptions
Subjectivity and objectivity
Many methods of computation including but not
limited to
Multiples of revenue, earning, user base etc
Cash flow based, discounted
Cost based
Factor statutory, accounting, and tax implications
28
29. Valuation
Identify valuation methods and drivers in your
industry
Number of customers?
Revenue?
GMV?
Number of unique views?
Average revenue per customer?
Profitability?
Cash Flow generated?
Combination of above?
Other?
Team
Stakeholders associated advisors, investors etc.
29
30. Valuation
At the start value is mostly intangible, look at
how this can be made tangible..
For eg. service through content, follow up
calls, showcasing feedback, etc.
Can you think of how one can can demo value in
a business? How can one improve the value
perception?
30
31. Valuation: Examples of Value Demonstrated
Association with credible organisations, individuals
(incubation, acceleration etc..)
Reputed persons on advisory board
Marquee/discerning customers
Feedback/testimonials from reputed persons or
persons in well established roles
Ability to charge premium pricing
Ability to address a huge market i.e. ecommerce
companies, value without profits
31
32. 32
Valuation : Startup Examples
Some angel investors/ Incubators/ Accelerators, set a
pre-decided equity percentage, illustrative example:
Range between 7.5%-10% of company equity,
for Rs.25 lakhs investment
25%-30% of the company, for the first amount
of investment, which could vary between 50
lakhs to 2 crores
75% discount to valuation at next round by
investor
NOTE: Regulatory aspects and Tax MUST be factored In
by entrepreneur before accepting any terms.
33. 33
Valuation : Startup Examples
Names/data changed to maintain confidentiality..
Mentoring:
1. Edtech Co. 1 year old Terms: month one meeting (half
day), Focus on growth strategy and advisory services for
leadership team: 2% equity
2. Food tech idea stage Terms: month 2 meetings (2 hour),
mentoring on growth strategy, funding strategy and help in
fund raising: 5% equity plus 1 % success fee of funds raised
Statutory and tax issues to be addressed while equity is given
Incubation by Tech company:
3. Idea stage: (i) Rs.50 lakhs was committed for 1st year, to be
drawn on need basis (ii) Admin/accounting etc. support to be
provided (iii) basic sustenance monthly fee of Rs.25,000 per
month agreed to for each of 2 founders: 48% equity with Tech
Company and balance equally by two founders
34. 34
Valuation: Startup Examples
4. Investment in media/entertainment company in 2014!
(numbers changed to maintain confidentiality)
HewS closed $10 million valuation from InvestorA
Reading press reports, Investor 2 wanted to participate and
asked the promoters to suggest a valuation
HewS Team and InvestorA decided at random: 20% increase
in 1 week, leading to valuation of $12 million;
On flight as InvestorA travelled to meet Investor2, he decided
he would not just be a messenger, he would value add, so he
decided to up valuation to $18 m
During negotiations, Investor2 gave final offer of $15 m
Thus in about 10 days the company valuation went up by 50%,
from $10 m to $15 m
Founders ended up with more money than they had planned
for and had to think of ways to spend this!
35. 35
Valuation: Startup Examples
Names/data changed to maintain confidentiality..
Service business: Value add measures:
5. Two year co. Rebranded, reclassified domain, pre-funding;
on advise that revenue multiple would go up from 3 to 5.
6. Three year co. Changed business model to increasing
outsourcing of some service delivery aspects. Cost of inputs
increased, gross margins reduced, however operational
efficiency increased, net profit margins increased and valuation
multiples; i.e. revenue and PBT multiples increased.
Investor negotiation:
7. Early stage idea: Jim had high technical knowledge, limited
financial knowledge. Investor Z convinced Jim that he could
partner and grow the company to high value in 3 years and
negotiated for half the business. Jim got into this without
understanding how shares could get further diluted in later
rounds of funding. At the end, Jim was left with less than 10% of
the company he started, however valuation was high.
36. At the start
Kinds of Investors
Due Diligence Review
Investment Process
Valuation
In Summary
Agenda
36 36
37. In Summary: Caution
Entrepreneurs must demonstrate long term survival
capability and build a Financial Model that captures
elements of the business model
Parties involved must look out for concern issues, hidden
agendas; must evaluate on value-based parameters
including but not limited to fund source, governance,
ethics and reputation
One needs to keep an eye on the law, tax and statutory
regulations; these also impact valuation and deal
negotiation
..Think, do due diligence (whether investor or
entrepreneur).. And then proceed
38. For more
/anjanavivek
https://www.linkedin.com/in/anjanavivek/
Thank you