Raising Capital: Get the Money You Need to Grow Your Business / Edition 3

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Overview

Whether your organization is a fledgling start-up, a rapid growth company, or a more established organization, the only way to take your business to the next level is to gather the funds you need to fuel growth.

Covering every phase of the growth cycle and providing tools for building business plans, preparing loan proposals, drafting offering materials, and much more, Raising Capital helps you navigate the murky waters of capital formation. Packed with a huge selection of checklists, charts, and sample forms to expedite the capital formation process, the book takes you through every stage of the capital process, including:

Getting Ready to Raise Capital: capital-formation strategies, plus recent trends; understanding legal and governance structures and how they affect your ability to raise and use capital; and the role your business plan plays in securing capital

Early-Stage Financing: start-up financing; “bootstrapping”, or doing less with more at a stage in your business where “cash is king”; private placements versus commercial lending; leasing, factoring, and government programs

Growth Financing: strategies for obtaining venture capital; how venture capital transactions work; preparing for and executing an initial public offering (IPO)

Alternatives to Traditional Financing: franchising, joint ventures, co-branding, licensing, and other strategic alliances; mergers and acquisitions; plus the Capital Formation Business Growth Resources Directory

Brought fully up-to-date in this third edition, Raising Capital provides insights on the latest trends in the domestic and global capital markets, an overview of recent developments in federal and state securities laws, and strategies for borrowing money from commercial banks in today’s credit-tightened markets.

It makes no difference if your business is just a gleam in your eye, a newly launched operation, or a full-fledged firm that’s humming right along: You’ll never experience real growth with­out a substantial infusion of cash. Yet gone are the days when venture capital groups poured millions into every “next big thing”. With competition fiercer than ever, only the most viable businesses—and expert fundraising—will reap the capital necessary to drive continuous growth. Filled with eye-opening “war stories” and perspectives from the investor’s side of the table that will help you avoid pitfalls and guide your business confidently through every growth stage, this is the definitive guide to navigating the murky (and often rough) waters of capital formation.

ANDREW J. SHERMAN is a partner in the Washington, D.C., office of Jones Day and an internationally recognized authority on the legal and strategic issues of emerging and established companies. A top-rated adjunct professor in the MBA and Executive MBA programs at the University of Maryland and Georgetown University Law School, he is the author of Harvesting Intangible Assets, Franchising and Licensing, and Mergers & Acquisitions from A to Z.

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Product Details

  • ISBN-13: 9780814417034
  • Publisher: AMACOM
  • Publication date: 4/18/2012
  • Edition description: Third Edition
  • Edition number: 3
  • Pages: 464
  • Sales rank: 792,628
  • Product dimensions: 6.40 (w) x 9.10 (h) x 1.60 (d)

Meet the Author

ANDREW J. SHERMAN is a partner in the Washington, D.C., office of Jones Day and an internationally recognized authority on the legal and strategic issues of emerging and established companies. A top-rated adjunct professor in the MBA and Executive MBA programs at the University of Maryland and Georgetown University Law School, he is the author of Harvesting Intangible Assets, Franchising and Licensing, and Mergers & Acquisitions from A to Z .

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Read an Excerpt

Chapter 1

Capital-Formation

Strategies and Trends

After more than three decades of being an entrepreneur, serving as a legal and

strategic advisor to entrepreneurs and growing companies, and speaking and

writing on entrepreneurial fi nance, I have found one recurring theme running

through all these businesses: Capital is the lifeblood of a growing business.

In an environment in which cash is king, no entrepreneur I have ever met

or worked with seems to have enough of it. The irony is that the creativity

that entrepreneurs typically show when they are starting and building their

businesses seems to fall apart when it comes to the business planning and

capital-formation process. Most entrepreneurs start their search for capital

without really understanding the process and, to paraphrase the old country

song, waste a lot of time and resources “lookin’ for love [money] in all the

wrong places.”

Not only is capital the lifeblood of a growing business, but it is also the

lifeblood of our economy. When its fl ow stalls, our progress stalls. And when

small and entrepreneurial companies cannot gain access to capital at affordable

costs, we all suffer. According to recent Small Business Administration

(SBA) statistics, smaller companies make up 99.7 percent of all employer fi rms,

pay 44 percent of total U.S. payroll, and have generated 64 percent of net

new jobs over the past 15 years. When small companies do not have the access

to the resources they need in order to grow, our nation cannot grow. If

entrepreneurial leaders are too concerned with what new crisis, burdensome

regulation, budget defi cit, tax hike, or economic downturn may await them to

make any new hiring, growth, or capital investment decisions, we are destined

to be in a perpetual recession. Healthy credit and equity markets are vital to

our country’s ability to foster and commercialize innovation, penetrate new

markets, seize new opportunities, create new jobs, offer raises and promotions,

and compete on a global basis. The economic downturn of 2007 to 2009 put a

dent in everyone’s pocketbook, but for smaller and entrepreneurial companies,

it robbed them of the critical fuel that they needed to keep the engines of the

economy moving forward. Payrolls were slashed, creativity was halted, inventories

were reduced, capital investment decisions were delayed, and motivation

in the workforce was virtually nonexistent.

I wrote Raising Capital to help entrepreneurs and their advisors navigate

the often murky waters of entrepreneurial fi nance and explore all of the traditional

and nontraditional sources of capital that may be available to a growing

business. I’m assuming that you, the reader, are the entrepreneur—the owner

of a business that’s looking for new money. So, wherever possible, I’ll address

you directly, as if you were a client sitting across the desk from me. My goal

is to provide you with pragmatic guidance based on years of experience and a

view from the trenches so that you’ll end up with a thorough understanding

of how and where companies at various growth stages are successfully raising

capital. This will include traditional sources of capital, such as “angels” and

private placements; the narrower options of venture capital and initial public

offerings; and the more aggressive and newer alternatives such as joint ventures,

vendor fi nancing, and raising capital via the Internet. The more likely

the option, as demonstrated by the Capital-Formation “Reality Check” Strategic

Pyramid in Figure 1-1, the more time I’ll devote to it. Look at the fi gure as an

outline—it’ll make more sense as you read further.

Figure 1-1. The Capital-Formation “Reality Check” Strategic Pyramid.

1. Your own money and other resources (credit cards, home equity loans,

savings, 401(k) loans, and so on). This is a necessary precursor for most

venture investors. (Why should we give you money if you’re not taking a

risk?)

2. The money and other resources of your family, friends, key employees,

and other such people. This is based on trust and relationships.

3. Small Business Administration loans, microloans, or general small-business

commercial lending. This is very common, but it requires collateral (something

that is tough to provide in intangible-driven businesses).

4. Angels (wealthy families, cashed-out entrepreneurs, and other such people).

These can be found by networking or by computer. You need to

separate smaller angels from superangels. This is a rapidly growing sector

of the venture-investment market.

5. Bands of angels that are already assembled. These include syndicates,

investor groups, private investor networks, pledge funds, and so on. Find

out what’s out there in your region and get busy networking.

6. Private placement memoranda (PPM) under Regulation D. This involves

groups of angels that you assemble. You need to understand federal and/

or state securities laws, have a good hit list, and know the needs of your

targeted group.

7. Larger-scale commercial loans. To get these, you’ll need a track record, a

good loan proposal, a banking relationship, and some collateral.

8. Informal venture capital (VC). This includes strategic alliances, Fortune

1000 corporate venture capital, global investors, and so on. These investors

are synergy-driven; they are more patient and more strategic. Make

sure you get what was promised.

9. Early-stage venture capital or seed capital funds. These make up a small

portion (less than 15 percent) of all VC funds. It is a very competitive, very

focused niche—the investors are typically more patient and have less aggressive

return on investment (ROI) needs.

10. Institutional venture capital market. This is usually second- or third-round

money. You’ll need a track record or to be in a very hot industry. These

investors see hundreds of deals and make only a handful each year.

11. Big-time venture capital. Large-scale institutional VC deals (fourth- or

fi fth-round level—for a pre-IPO or merger and acquisition deal).

12. Initial public offerings (IPOs). The grand prize of capital formation.

Understanding the Natural Tension Between Investor and

Entrepreneur

Virtually all capital-formation strategies (or, simply put, ways of raising money)

revolve around balancing four critical factors: risk, reward, control, and capital.

You and your sources of venture funds will each have your own ideas as to

how these factors should be weighted and balanced, as shown in Figure 1-2.

Once a meeting of the minds takes place on these key elements, you’ll be able

to do the deal.

Risk. The venture investors want to mitigate their risk, which you can do

with a strong management team, a well-written business plan, and the

leadership to execute the plan.

Reward. Each type of venture investor may want a different reward. Your

objective is to preserve your right to a signifi cant share of the growth in

your company’s value and any subsequent proceeds from the sale or public

offering of your business.

Figure 1-2. Balancing Competing Interests in a Financial Transaction.

THE DEAL

(Meeting of the

minds/compromise)

ENTREPRENEUR WANTS/NEEDS

Maximum capital/valuation

Avoid dilution/control

Affordable cost of capital

COMMON OBJECTIVES

Growth in the value of the business

Additional rounds of $ at more

favorable valuations

Mutually beneficial exit strategy

INVESTOR WANTS/NEEDS

Maximum return

Mitigate risk/downside protection

Input on future and growth of the

business/control

Control. It’s often said that the art of venture investing is “structuring the

deal to have 20 percent of the equity with 80 percent of the control.” But

control is an elusive goal that’s often overemphasized by entrepreneurs.

Venture investors have many tools to help them exercise control and mitigate

risk, depending on their philosophy and their lawyers’ creativity. Only

you can dictate which levels and types of controls may be acceptable. Remember

that higher-risk deals are likely to come with higher degrees of

control.

Capital. Negotiations with venture investors often focus on how much

capital will be provided, when it will be provided, what types of securities

will be purchased and at what valuation, what special rights will attach to

the securities, and what mandatory returns will be built into the securities.

You need to think about how much capital you really need, when you really

need it, and whether there are any alternative ways of obtaining these

resources.

Another way to look at how these four components must be balanced is to

consider the natural tension between investors and entrepreneurs in arriving at

a mutually acceptable deal structure.

Virtually all equity and convertible-debt deals, regardless of the source of

capital or stage of the company’s growth, require a balancing of this risk/reward/

control/capital matrix. The better prepared you are by fully understanding this

process and determining how to balance these four factors, the more likely it is

that you will strike a balance that meets your needs and objectives.

Throughout this book, I’ll discuss the key characteristics that all investors

look for before they commit their capital. Regardless of the state of the economy

or what industries may be in or out of favor at any given time, there are certain

key components of a company that must be in place and be demonstrated to

the prospective source of capital in a clear and concise manner.

These components (discussed in later chapters) include a focused and

realistic business plan (which is based on a viable, defensible business and

revenue model); a strong and balanced management team that has an impressive

individual and group track record; wide and deep targeted markets that

are rich with customers who want and need (and can afford) the company’s

products and services; and some sustainable competitive advantage that can be

supported by real barriers to entry, particularly barriers that are created by proprietary

products or brands owned exclusively by the company. Finally, there

should be some sizzle to go with the steak; this may include excited and loyal

customers and employees, favorable media coverage, nervous competitors who

are genuinely concerned that you may be changing the industry, and a clearly

defi ned exit strategy that allows your investors to be rewarded within a reasonable

period of time for taking the risks of investment.

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Table of Contents

Contents

Chapter 1: Capital Formation Strategies and Trends

Understanding the Natural Tension Between

Investor and Entrepreneur 4

Understanding the Private Equity Markets 6

Understanding the Different Types of Investors 6

Understanding the Different Sources of Capital 8

Common Mistakes Entrepreneurs Make in the

Search for Capital 12

How Much Money Do You Really Need? 13

Consider Staged Investment 13

Capital-Formation Strategies 14

The Due Diligence Process 16

Key Best Practices Affecting Capital Formation

in the New Millennium 19

Are You Really, Really Ready to Raise Capital? 21

Chapter 2: Selecting the Best Legal Structure for Growth

Proprietorship 26

Partnership 27

Corporation 28

Limited Liability Company 33

Evaluating Your Selected Legal Structure 36

Establishing Effective Boards of Directors and

Advisory Boards 42

Chapter 3: The Role Your Business Plan Plays

The Mechanics of Preparing a Business Plan 52

Some Final Thoughts on Business Planning 63

Chapter 4: Start-Up Financing

Financing the Business with Your Own Resources 70

Heaven on Earth—Finding an Angel Investor 72

Other Sources of Seed and Early-Stage Capital 85

Additional Resources 99

Chapter 5: The Art and Science of Bootstrapping

Twelve Proven Bootstrapping Techniques and

Strategies 104

Bootstrapping: The Dark Side 112

Chapter 6: Private Placements

Federal Securities Laws Applicable to Private

Placements 116

State Securities Laws Applicable to Private

Placements 119

Preparing the Private Placement Memorandum 120

Subscription Materials 124

Compliance Issues 125

Accepting Subscriptions 126

Changing or Updating the PPM Before

Completion of the Offering 126

After the Closing 127

The Rise of Secondary-Market Private

Placements and the Story of SecondMarket 127

Practical Tips for Ensuring a Successful PPM

Offering 129

Chapter 7: Commercial Lending

The Basics of Commercial Lending 134

Preparing for Debt Financing 136

Understanding the Legal Documents 146

Periodic Assessment of Banking Relationships 148

Chapter 8: Leasing, Factoring, and Government Programs

Leasing 152

Factoring 157

SBA Programs 164

Chapter 9: Venture Capital

Venture Capital Investing Trends 178

Primary Types of Venture Capitalists 180

Preparing to Meet with Venture Capitalists 182

Central Components of the Venture Capitalist’s

Investment Decision 189

Due Diligence Is a Two-Way Street 192

Balancing Your Needs and the Venture

Capitalist’s Wants 193

Understanding the Venture Capitalist’s Decision

Process 194

Chapter 10: Anatomy of a Venture Capital Transaction

Evolution of Venture Capital Deal Terms 198

Negotiating and Structuring the Deal 198

Aligning Business-Plan Analysis and Investor

Concerns with Term Sheet Provisions 201

Understanding the Legal Documents 203

Getting Ready for the Next Round 207

2002 and 2003: The “Down-Round” Dilemma 207

The Pre- and Post-2010 Market: The Big Chill

and the Slow Thaw 209

Chapter 11: Preparing for an Initial Public Offering

Recent History 212

The Present and Future 212

Advantages and Disadvantages of an IPO 215

The Hidden Legal Costs 220

Preparing for the Underwriter’s Due Diligence 222

Selecting an Underwriter 226

Selecting an Exchange 231

Alternatives to Using a Traditional IPO 236

Chapter 12: The Mechanics of an Initial Public Offering

An Overview of the Registration Process 242

The Registration Statement 248

The Road Show 256

The Waiting Period 257

Valuation and Pricing 258

The Closing and Beyond 259

Ongoing Reporting and Disclosure Requirements 259

Resources on IPOs and the Public Securities

Markets 265

Chapter 13: Franchising, Joint Ventures, Co-Branding and

Licensing

Business-Format Franchising 270

Joint Ventures 281

Co-Branding 285

Licensing 290

Chapter 14: Mergers and Acquisitions

Current Trends Affecting Mergers and Acquisitions

in a Turbulent Environment 301

Develop an Acquisition Plan 303

Analyzing Target Companies 307

Selecting the Target Company 308

Conducting Due Diligence 310

Valuation, Pricing, and Sources of Acquisition

Financing 313

Financing the Acquisition 314

Structuring the Deal 315

Preparing the Defi nitive Legal Documents 317

Postclosing Matters 320

Chapter 15 Capital-Formation and Business Growth Resources

Directory

Federal Agencies 332

Business Growth Resources on the Web 334

Internet Resources to Learn More About Private

Placements, Angel Investors, Venture Capital

Networks, Accelerator Programs, and Other

Alternative Sources of Funding 337

International Finance Institutions on the Web 340

Guidebooks, Publications, and Networks

(Including Computer Software) 341

High-Tech Exporting Assistance 342

Appendix 343

Index 431

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First Chapter

Raising Capital


By Andrew J. Sherman

AMACOM BOOKS

Copyright © 2005 Andrew J. Sherman
All right reserved.

ISBN: 0-8144-0856-7


Chapter One

Start-Up Financing

Raising Capital At Any Stage of a company's growth is challenging and requires creativity and tenacity, but these hurdles are especially difficult to conquer at the earliest stages of an enterprise's development. In this chapter, we'll take a look at where and how to raise capital at the seed level - when you're first organizing your business, or when it is at its earliest stages of growth.

In the chapters that follow, we'll look at funding strategies that are commonly used after a business gets past the start-up phase and establishes a steady flow of customers and a reliable revenue stream, even if the company is not yet profitable. These include: alternatives for raising capital at the early stages; private placements (a more organized and expanded method of angel financing for moderate- growth companies); commercial debt financing (once the business has assets in place to serve as collateral for the loan); and ways to acquire resources that you would otherwise purchase if you had raised capital. Later in the book, we'll explore growth -financing strategies such as seeking institutional venture capital (for rapidly growing companies that offer exceptional potential returns on investment) or raising capital by taking your company public with an initial public offering (IPO). Then we'll offer some creative alternatives to traditional financing as ways to grow your business. The main thing to understand is that no one plan fits all: The strategies available- and useful- for a particular company depend mainly on its stage of development and the nature of its business. What works for a start-up retailer may not work for a ten-year-old manufacturer, and neither of those strategies may work for an early-stage technology or life sciences business!

At the seed level, you are looking for capital to acquire the initial resources that you need to launch the enterprise, attract and hire employees, conduct research and development, acquire computer systems, and build initial inventory. (These expenditures are commonly referred to as the allocation of proceeds.) The sources and uses of capital are described in the business plan as discussed in Chapter 3.

I'm devoting the rest of this chapter to the likely sources of seed and early-stage capital described in Figure 4-1. Although this time in your business is characterized by frustration, struggles, setbacks, and delays, there are many sources of cost-effective seed capital available if you are creative and aggressive in your search and still maintain control and majority ownership of the business.

Financing the Business with Your Own Resources

The combination of your own financial investment and time investment ("sweat equity") is a prerequisite to obtaining capital from third-party sources. The capital markets expect you to put your own funds at risk before asking others to risk investing in your business. This is often called the "straight-face test" because you are able to look a venture investor in the eye and demonstrate your own commitment and belief in the potential of the new enterprise. If you have cofounders, all of you are expected to make this type of commitment. This is true even if the level of personal investment varies due to differences in the partners' financial circumstances or the degree to which a particular individual contributes a particular skill, recipe, knowledge, or relationship - the intangible, nonfinancial aspect of contribution.

Your initial capital may come from savings, 401(k) plan loans (where permitted) or withdrawals, home-equity loans, credit cards, or other sources as set forth below. Of course, this also violates the OPM (Other People's Money) rule: Wherever possible, use other people's money to invest in a risk enterprise. But in the world of new-venture financing, the OPM rule usually goes out the window unless you're a veteran entrepreneur with an established track record and can demand that others risk their capital without investing your own funds in the enterprise.

So where do some of America's most successful entrepreneurs raise seed and early-stage capital? Each year Inc. magazine selects the 500 fastest-growing companies and conducts various surveys of the companies selected, including their capital formation strategies.

According to the 2003 Inc. 500 survey, seed capital came from:

Personal Savings 78.5% Bank Loans 14.3% Family 12.9% Employees / Partners 12.4% Friends 9.0% Venture Capita 16.3% Mortgaged Property 4.0% Government Guaranteed Loans 0.1% Other 3.4%

Note: Percentages do not equal 100% because many companies use multiple sources.

If I Don't Have a Rich Uncle, Where Can I Get the Initial Seed Capital?

Traditionally, entrepreneurs have used their own savings and credit (credit cards, home-equity lines of credit, and so on) to finance the prelaunch expenses and initial seed investment for their companies. If you don't have liquidity in your personal or retirement savings, you may be able to borrow against your 401(k) account, pension, or life insurance policies.

Only you can dictate what portion of your life savings you're willing to risk, and prudence should dictate some level of conservatism, which may vary depending on your immediate cash needs as well as your short- to medium-term goals and needs. An indi-vidual with limited savings and two children nearing college age should be very careful with his or her savings and may want to reconsider whether this is the right time to launch a business venture at all. Conversely, a young couple with toddlers and one working spouse may decide that this is a perfect time to use their savings to launch a business. They know that they have a steady source of income from the working spouse and plenty of time to replenish their savings if the business venture is unsuccessful.

Family, Friends, and Fools

After exhausting that portion of your life savings and available credit lines to finance the start of your business, the next most likely source of capital usually comes from those who love and trust you, or the three "Fs"-family, friends, and fools. Whether it's an equity investment or a formal or informal loan, entrepreneurs often turn to old friends and family members, who typically provide capital on the basis of a relationship rather than on the basis of financial rewards.

If your family is anything like mine, however, you may want to reconsider this strategy. You would have to be prepared to provide business-plan updates at family dinners and to be reminded weekly of "who helped you get started." The benefits of this inexpensive capital may be outweighed by the costs of the family dynamics and by the complex emotions of guilt, despair, and frustration if the business fails and the family investment is lost.

Turning to old friends for money may also be unwise, particularly when the friend is investing in your new business based on trust and can't really afford to lose the money if things go south. Business loans and investments have ruined a lot of long-standing relationships over the years. The catch-22, of course, is that if things go very well, then your family and friends wind up arguing with you because you didn't give them a chance to participate. Again, you know your friends and family and their tolerance for risk, and only you can decide whether it will be advisable or appropriate to approach them for seed and early-stage capital.

If you decide to solicit friends and family as a source of capital, you must be very open and honest about the risks and rewards of the enterprise-and the risks are likely to be much more significant than the rewards in the early stages of the business. Make sure that they know that this is not like investing in the public stock market where public reporting, a track record, and the availability of liquidity protect against downside risk. You should also put the terms of the investment arrangements into writing to formalize the transaction and to avoid confusion about the rights and responsibilities of the parties.

Heaven on Earth - Finding an Angel Investor

Once you've demonstrated that your own funds are at risk and that you have exhausted your "emotional investors" (family, friends, co-workers, and others who love and trust you), it's time to begin your quest for an angel. If flying with angels isn't your cup of tea, then pay close attention to the other likely sources of seed and early-stage capital, discussed later in the chapter.

The term "angel" originated on Broadway, where wealthy investors provided funds to aspiring directors to finance the production of a new musical or drama. The motivation for the investment included financial reward but was mainly driven by the love for the theater and the chance to develop friendships with aspiring actors, playwrights, and producers. The point was that these investors provided high-risk capital and were motivated by some-thing more than money. Even today, playwrights, artists, producers, and musicians often rely on the altruism of others to advance their projects or careers; likewise, an aspiring entrepreneur must rely on something other than financial reward as an impetus for the investment. Your focus in meeting and presenting to angels must be on what makes this person motivated to invest more than what Internal Rate of Return (IRR) will be attractive to their wallet.

Beyond Broadway, angel investing has become a critical source of financing for seed and early-stage companies. From Arthur Rock in the early 1960s, whose angel dollars and capital-formation efforts helped launch companies such as Intel and Apple Computer, to cashed-out entrepreneurs such as Lotus founder Mitch Kapor, whose angel investments include RealNetworks and UUNet, to new-economy multimillionaires and Internet pioneers like Ted Leonsis of America Online, and the early-stage investors in Google, thousands of modern-day angels have played a key role in the launch, development, and financing of scores of early-stage companies, as well as the mentoring and assistance to thousands of entrepreneurs.

Angels come in different shapes and sizes and often invest for very different reasons. Some are motivated by something much larger than financial return - a good thing, since it is hard to convince someone with a net worth of $125 million that your deal will make them rich. There are "checkbook angels," usually friends, neighbors, and others who typically invest $5,000 to $25,000 on a passive basis hoping to get in early on the next Yahoo!. Then there are "capital-X" angels who typically invest $50,000 to $250,000 on a more active basis and who may insist on some advisory or mentoring role as a condition to their commitment. Finally, there are the "superangels," the cashed-out multimillionaires and even billionaires who have the capacity and the guts to invest $500,000 to $2 million in an early-stage enterprise in a deal that may look more like a venture-capital transaction (from a legal paperwork and control perspective) than like a deal made in heaven!

The Importance of Angels

Although the business media tends to focus on the activities of the institutional venture-capital firms, the amount of money that is invested annually by angels or private investors in growing businesses is much, much greater. Researchers at the Center for Venture Research at the University of New Hampshire estimate that 250,000 active angel investors are investing some $20 billion annually in 30,000 ventures, which represents over 80 percent of the total start-up and seed capital investments in the United States. Angel investors have become a critical source of seed capital at a time when venture capital funds are leaning toward latter-stage investments. The amount of money managed by venture-capital (VC) firms has grown dramatically, from $2.3 billion in 1986 to more than $60 billion in over 800 VC firms in 2003, according to a recent Venture One study. But the number of ventures under management remains small because it takes as much time to research and manage a small investment as a large one. Thus, the minimum first-round investment by a venture-capital firm is now about $4 million, eliminating many entrepreneurs who are looking for investments of as little as $50,000. The enormous success of the venture-capital industry has opened a window of opportunity for angels or private investors looking for start-ups in which to invest.

Angels Versus Venture Capitalists

Before the second half of the twentieth century, American private-equity investing was dominated by families and individual placements in emerging-growth opportunities. Wealthy families and individual investors provided start-up capital for companies such as Xerox and Eastern Airlines. The birth of the venture-capital industry is generally attributed to the formation in 1946 of the first pooled and professionally managed fund, American Research & Development (ARD). As a limited partnership, ARD and other early funds offered a passive, diversified approach for investors in earlier-stage private companies.

Over the last forty years, the VC fund model has become a centerpiece of the alternative-asset arena. Venture firms have grown larger, with more funds coming from large institutions, pension funds (which were permitted to make a limited amount of venture-capital investments when the "prudent man" rules were revised in the 1980s), corporations, and endowments. Today only 20 percent of institutional venture capital is derived from individuals and families. Paid professionals-general partners of these limited-partnership vehicles-have taken over responsibility for searching, researching, negotiating, closing, monitoring, and developing exits for these types of investments.

Angel investing has grown significantly in recent years as baby-boomers near retirement with significant wealth. Angels also include cashed-out entrepreneurs who may have feathered their nests by selling their business or taking it public. Some angels provide capital to entrepreneurs as a type of "quasi-philanthropy:" a way to give something back to their communities in the spirit of fostering local economic growth. Others are savvy private investors who also are helping an entrepreneur launch a new business along the way. It is critical for an entrepreneur seeking angel investment to understand the angel's need and motivations then take steps to meet these needs. Maybe you're the son or daughter these angels never had; maybe you remind them of themselves when they were younger; or perhaps they just want someone to coach.

Continues...


Excerpted from Raising Capital by Andrew J. Sherman Copyright © 2005 by Andrew J. Sherman. Excerpted by permission.
All rights reserved. No part of this excerpt may be reproduced or reprinted without permission in writing from the publisher.
Excerpts are provided by Dial-A-Book Inc. solely for the personal use of visitors to this web site.

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Sort by: Showing all of 2 Customer Reviews
  • Anonymous

    Posted December 6, 2011

    Dont judge by price. It's tricky.

    I absolutly loved this book. Very reputable and the author has alot of credibility. I would suggest it.

    Was this review helpful? Yes  No   Report this review
  • Anonymous

    Posted February 16, 2008

    A reviewer

    That is exactly what Andrew Sherman does with this Book. If you are having problems in the capital markets, this is the book you need.

    Was this review helpful? Yes  No   Report this review
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