The Anatomy of a Financing Deal
First things first: There is no such thing as a typical deal.
By David Newton
| February 18, 2002
URL:
http://www.entrepreneur.com/money/financing/financingcolumnistdavidnewton/article49250.html
There is no such thing as a "typical" deal when it
comes to structuring an agreement between capital providers and
business owners. Many books have been written over the years that
describe the "10 steps to a venture capital deal," or the
"Five steps to raising growth funds." Conceptually, these
types of guidebooks can serve as excellent primers to outline key
point of the fund-raising process. But most of the time there's
a tendency for entrepreneurs to assume that all funding plans
happen the same way, as though there's a generic formula that
fits every situation. And that is just not the case.
Although financing deals may be quite similar in their
"intent," it is very common to find that no two deals for
growth capital are ever exactly the same in their line-by-line
"content" of terms, conditions and timing. Sure, all
entrepreneurs want to attract funding to provide that boost to the
venture's growth potential, but each business owner has
different priorities and needs with respect to investors. And every
source of funds for your firm will work with its own goals,
expectations, risk assessment and other criteria for deciding which
investments are worthwhile.
What works for one service company may not be the best deal
structure for a manufacturing firm. The equity share and four-year
earn-out provisions in a high-tech business expansion will be
different from a debt-for-equity swap with a producer of appliance
fixtures. So is there even a basic outline for a typical growth
capital plan? In some regards, yes.
A growth-capital plan has some essential components that are
always included in the final deal structure. First, the two parties
have to agree on either debt or equity as the primary position for
the outside funding provider. And yet many deals are combinations
of both. Second, the company owners have to establish a clear
projection for the scope of the expected growth and how funds will
be spent. Third, the investors need to decide the level of risk and
return that are acceptable. Next, the local and macro economy must
be factored into the mix with regard to uses of funds, rates of
return, and liquidity preferences. Although these items establish
an outline for your deal, the specific amounts, terms of transfer
and provisions for risk exposure make each funding plan unique to
the parties and economic conditions involved. So here's the
basic anatomy of a comprehensive funding plan.
The capital provider has a natural attraction to the business
strategy and product market of the target firm. How the
company will specifically secure the growth in sales is subject to
unique circumstances and approaches to management and organization.
The ability to impart that vision for growth to the investors is
crucial in aligning the right types of funding providers.
Entrepreneurs need to work with providers who can wholeheartedly
endorse their vision and operations style.
Investors might demand restrictions on the timing stages of
spending amounts, or performance targets tied to allocation levels.
With the risk and expected returns of the business strategy
outlined, the two parties then have to decide the degree to which
the local and macro-economic conditions affect sales, costs,
recruiting talent and customer buying decisions on both the
wholesale and retail level. This level of agreement regarding the
perceived links between the economy and the firm strategy will
either have the fund providers and firm owners seeing eye-to-eye,
or require that further "safeguards" be extended to the
investors to protect capital commitments.
At some point, the entrepreneur has to decide whether the
financing providers have really "joined" the
venture's growth track. They may have cautious apprehensions
about the ability of the firm to pull off the growth projections
outlined in the business plan. This kind of thinking is always at
the heart of whether the funding position is structured as debt or
equity. Creditors tend to be more hesitant about becoming a true
partner with the firm, so they would rather lend funds (often with
tangible assets pledged as collateral on the loan) to provide a
greater degree of risk protection. Equity investors, on the other
hand, embrace the existing owners' forecasts and strategy in
their entirety and share the optimism that a stock position in the
company will grow in value over time.
What really sets the tone for your funding deal is the level of
agreement about company prospects and the degree of risk exposure
everyone is willing to accept relative to the owners'
positions. So be prepared to work through all the concerns and
issues item-by-item. It's tedious, but the end result will be
deal-specifically tailored to the unique situation of your
company's needs.
David Newton is a professor of entrepreneurial finance and
head of the entrepreneurship program, which he founded in 1990, at
Westmont College in Santa Barbara, California. The author of four
books on both entrepreneurship and finance investments, David was
formerly a contributing editor on growth capital for Industry
Week Growing Companies magazine and has contributed to such
publications as Entrepreneur, Your Money,
Success, Red Herring, Business Week, Inc.
and Solutions. He's also consulted to nearly 100
emerging, fast-growth entrepreneurial ventures since 1984.
The opinions expressed in this column are those
of the author, not of Entrepreneur.com. All answers are intended to
be general in nature, without regard to specific geographical areas
or circumstances, and should only be relied upon after consulting
an appropriate expert, such as an attorney or
accountant.
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