Podcast
Questions and Answers
What is one significant impact of Venture Capital on innovation according to research?
What is one significant impact of Venture Capital on innovation according to research?
What advantage do firms financed by Venture Capital have over those in Fortune 500?
What advantage do firms financed by Venture Capital have over those in Fortune 500?
What are PE/VC funds' roles in deal financing?
What are PE/VC funds' roles in deal financing?
How does the operational performance of private equity-owned firms compare to leveraged firms?
How does the operational performance of private equity-owned firms compare to leveraged firms?
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What was a notable finding of the EVCA research from 2000-2006?
What was a notable finding of the EVCA research from 2000-2006?
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Which statement is true regarding the investment process in venture capital?
Which statement is true regarding the investment process in venture capital?
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What misconception do young entrepreneurs often have about venture capital?
What misconception do young entrepreneurs often have about venture capital?
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What is a common source of funding for Private Equity/venture capital funds?
What is a common source of funding for Private Equity/venture capital funds?
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What is the first stage in the enterprise valuation process using the DCF method?
What is the first stage in the enterprise valuation process using the DCF method?
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Which calculation is needed to determine Free Cash Flow?
Which calculation is needed to determine Free Cash Flow?
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Which statement accurately describes Free Cash Flow to Firm (FCFF)?
Which statement accurately describes Free Cash Flow to Firm (FCFF)?
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What is a key difference between Free Cash Flow to Firm (FCFF) and Free Cash Flow to Equity (FCFE)?
What is a key difference between Free Cash Flow to Firm (FCFF) and Free Cash Flow to Equity (FCFE)?
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Which is the final stage in the DCF valuation process?
Which is the final stage in the DCF valuation process?
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What is the primary objective of the Institute's professional development courses for private equity practitioners?
What is the primary objective of the Institute's professional development courses for private equity practitioners?
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Which organization acts as the trade association for the venture capital industry in the USA?
Which organization acts as the trade association for the venture capital industry in the USA?
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What type of data does IE provide its members access to without extra cost?
What type of data does IE provide its members access to without extra cost?
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What is a key mission of the National Venture Capital Association (NVCA)?
What is a key mission of the National Venture Capital Association (NVCA)?
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Which of the following benefits is NOT offered to NVCA members?
Which of the following benefits is NOT offered to NVCA members?
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What is the role of the Polish Private Equity Association (PPEA)?
What is the role of the Polish Private Equity Association (PPEA)?
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Which entities does IE collaborate with to conduct industry research?
Which entities does IE collaborate with to conduct industry research?
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What aspect of professional development do IE courses primarily focus on?
What aspect of professional development do IE courses primarily focus on?
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What is one of the primary uses of mezzanine financing?
What is one of the primary uses of mezzanine financing?
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Which of the following is a characteristic of bridge financing?
Which of the following is a characteristic of bridge financing?
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Which venture capital project is categorized as needing funds for a significant change in profitability?
Which venture capital project is categorized as needing funds for a significant change in profitability?
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What historical event is noted as an example of early venture capital investment?
What historical event is noted as an example of early venture capital investment?
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Which notable family does NOT belong to the early institutional venture capital history?
Which notable family does NOT belong to the early institutional venture capital history?
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What was the status of the venture capital industry in the 1970s?
What was the status of the venture capital industry in the 1970s?
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What is the estimated amount of global assets managed by private equity firms by the end of 2016?
What is the estimated amount of global assets managed by private equity firms by the end of 2016?
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How much can the amount of new financing raised by investor groups be leveraged?
How much can the amount of new financing raised by investor groups be leveraged?
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Which characteristic best describes early-stage new ventures in the private equity market?
Which characteristic best describes early-stage new ventures in the private equity market?
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What is a primary reason later-stage new ventures seek private equity?
What is a primary reason later-stage new ventures seek private equity?
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Middle-market private firms often seek private equity to:
Middle-market private firms often seek private equity to:
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What describes the access to other financial markets for public firms in financial distress?
What describes the access to other financial markets for public firms in financial distress?
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What is a typical financial attribute of public buyouts?
What is a typical financial attribute of public buyouts?
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Which of the following firms is known to be supported by venture capital or private equity?
Which of the following firms is known to be supported by venture capital or private equity?
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Which financial attribute is common among later-stage venture partnerships?
Which financial attribute is common among later-stage venture partnerships?
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What is a key reason public firms seek private equity?
What is a key reason public firms seek private equity?
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What does 'high growth potential' indicate about private equity issuers?
What does 'high growth potential' indicate about private equity issuers?
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How does the extent of access to other financial markets vary among middle-market private firms?
How does the extent of access to other financial markets vary among middle-market private firms?
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Which of the following companies had the highest market cap as of August 1, 2016?
Which of the following companies had the highest market cap as of August 1, 2016?
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What motivates public firms to issue a small offering for convenience?
What motivates public firms to issue a small offering for convenience?
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What is the financial characteristic of early-stage new ventures seeking private equity?
What is the financial characteristic of early-stage new ventures seeking private equity?
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Which source is less favorable for firms in financial distress in terms of private equity?
Which source is less favorable for firms in financial distress in terms of private equity?
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What defines a strategic acquirer in an acquisition?
What defines a strategic acquirer in an acquisition?
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Which of the following is a characteristic of a secondary sale?
Which of the following is a characteristic of a secondary sale?
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Which type of exit allows the entrepreneurial team to buy back shares directly?
Which type of exit allows the entrepreneurial team to buy back shares directly?
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What is a characteristic of a management buyout (MBO)?
What is a characteristic of a management buyout (MBO)?
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Which type of acquisition exit involves public companies that have a deep public market?
Which type of acquisition exit involves public companies that have a deep public market?
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Which type of buyout involves management teams that were not previously involved in the target's management?
Which type of buyout involves management teams that were not previously involved in the target's management?
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Which of the following is NOT a typical structure in exit transactions?
Which of the following is NOT a typical structure in exit transactions?
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In which scenario does the entrepreneur retain their original stake in the company during an exit?
In which scenario does the entrepreneur retain their original stake in the company during an exit?
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Study Notes
Agenda
- Introduction to private equity/venture capital
- Investment process
- Financial aspects of venture capital investments
- Legal aspects of private equity investments
- Valuation of private equity investments
- Transaction structuring. Fund remuneration.
- Operations of private equity fund in portfolio companies
- Exits of funds
- Business Angels as an informal type of venture capital
- Venture capital and private equity funds and their portfolio companies
- Case studies
Literature
- P. Gompers, J. Lerner, The venture capital cycle, The MIT Press, Boston 2006
- S. Bloomfield, Venture capital funding: a practical guide to raising finance, Kogan Page, London 2008
- D. Podedworna-Tarnowska, Private equity/venture capital, SGH, Warsaw 2015
- M. Panfil, Private equity funds, Difin, Warsaw 2005
- D. Klonowski, Private equity in Poland: winning leadership in emerging markets, Palgrave Macmillan, New York 2011
- A. Metrick, A. Yasuda, Venture capital and the finance of innovation, John Wiley&Sons 2007
- S. Povaly, Private equity exits: divestment process management for leveraged buyouts, Springer 2007
Introduction to private equity/venture capital
- Two terms are used interchangeably: "Venture capital" and "private equity".
- Venture capital (VC) is a professional equity co-invested with the entrepreneur to fund an early-stage (seed and startup) or expansion venture. Investors expect higher-than-average returns.
- VC focuses on investments in new companies with high growth potential.
- Private equity is an investment in non-public companies, usually comprised of venture capital funds and buyout funds.
- The National Venture Capital Association (NVCA) defines private equity as venture capital + buyouts/mezzanine.
Introduction to private equity/venture capital (Continued)
- Mezzanine - venture with increasing sales volume or profitable but needing further funding for expansion.
- Bridge - venture needing short-term capital for a stable position.
- Acquisition/merger - venture needing capital for acquisition or merger.
- Turnaround - venture requiring capital to change from unprofitable to profitable.
- Origin of Venture Capital - VC has existed since ancient civilizations, with individuals investing in high-risk projects. Christopher Columbus's voyage was an example. Investment in the development of industries in the US by wealthy American and European individuals in the 19th and early 20th centuries was a form of VC.
- VC has existed as institutional management of wealth for high-net-worth families since the early 20th century (Rockefeller, Phipps, Vanderbilt families).
- Venture capital in its formalized meaning is relatively new, emerging in the US in the 1970s.
- Global assets under management by private equity firms totaled about $5 trillion in 2016. The investments are sometimes leveraged by as much as $4 for every $1 of equity capital.
Characteristics of major issuers in the private equity market
- Early-stage new ventures: Revenue between $0 and $15 million; high growth potential; to start operations; source of funding is Angels, early-stage venture partnerships. More mature firms have collateral to access bank loans.
- Later-stage new ventures: Revenue between $15 and $50 million; high growth potential; to expand plant and operations, cash out early-stage investors; source of funding is later-stage venture capital partnerships and access to bank loans.
- Middle-market private firms: Established with stable cash flows between $25 and $500 million; growth prospects vary widely; financing a change in ownership or capital structure, expand through acquiring or purchasing new plant; sources of funding are later-stage venture partnerships and access to bank loans, larger firms may have access to private placements.
- Public and private firms in financial distress: Any size; be over-leveraged or have operating problems; To effect a turnaround; sources of funding are turnaround partnerships, very limited access.
- Public buyouts: Any size; underperforming, high levels of free cash flow; to finance a change in management or management incentives; sources of funding are LBO and mezzanine debt partnerships or access to all public and private markets.
- Other public firms: Any size; depends on reasons for seeking private equity; to ensure confidentiality; issue a small offering for convenience; sources of funding are non-venture partnerships, access to all public and private markets.
Investment process
- The investment process for VC is complex and varies among funds. However, the process usually follows certain components
- Key components in the VC investment process: Company approach, Initial appraisal, Meetings with management, Detailed examination of visit, Offer Letters, Accounting investigation, Proposal submission, Legal stages, and Closing.
- A successful venture capital deal is a multi-stage process.
- It is up to the VC to provide the entrepreneur with an understanding of the ventur capital investment process. Entrepreneurs often confuse venture capital with other investment types. They don't usually have formal documentation of the business plans or the financial forecasts.
- The process of structuring and negotiating the venture capital deals is difficult, especially for first-time VC recipients.
Investment Process (Continued)
- All VC funds follow a basic investment pattern, though details may differ depending on the fund's structure.
- Initial appraisal by fund managers
- Meetings or meetings with management (company)
- Detailed examination
- Offer letters / accountants' investigation
- Submission of proposal for approval
- Legal stages (including meetings with lawyers)
- Closing
Investment Process (Continued)
- Characteristic of the rounds of financing
- Selecting investments
- Structuring investments
- Monitoring investments
- Exiting investments
Investment Process (Continued - From Investee POV)
- Processes, from investors' standpoint
- Determination on investment need
- Preparation of business plan
- Initial approach to investor
- Investing preliminary consideration
- Preliminary (indicative) offer letter
- Due diligence
- Study of results of due diligence
- Investment committee proposal
- Issuance of full offer
- Formal acceptance of terms
Investment Process (Continued - Legal Stages From Investee POV)
- legal stages
- Meetings between VC and VC lawyers to draft the legal agreement
- Meetings between company and lawyers
- Completion meetings
Investment Process (Continued - Investment Selection)
- While selecting investment opportunities, investors often:
- Consider a specific industry, field or technology
- Focus on a particular financing stage (early-stage, later-stage)
- Evaluate the size of the investment
- Consider the location of investment
Investment Process (Continued - Pre-Investment Considerations)
- Business plan: A coherent, complete plan encompassing business strategy and resource requirements (people, plant, money).
- Intellectual property: Patents and other intellectual property significantly enhance a company's value and act as a barrier to competitors.
- Prior history: The legal entity and its past history should be examined.
- Regulatory matters: Thoroughly document and verify all regulatory filings to ensure compliance.
- Tax matters: Analyze potential tax implications related to the investment.
Investment Process (Continued - Considerations in Cross-border Investments)
- Evaluation of international opportunities and threats
- Considerations of VCs from other countries
Investment Process (Continued - Investment Criteria)
- Proprietary advantage or unique technology: Investors look for technology or features competitors lack.
- Excitement and fun
- Cost advantage: Investor-understandable advantages.
- Potential for new markets
- Growth and market share potential
- Potential return
- Profitability history (if applicable) or borrowed track record
Investment Process (Continued - Management Team Considerations)
- A plan for profit;
- Decency and competence track record;
- Financial commitment;
- Desire to succeed;
- Affordable loss in their price range;
- Acceptable geographical distance;
- Clear strategy and incremental funding based on performance
Investment Process (Continued - Executive Summary)
- Details of a business plan
- Company's business (purpose, history, strategy)
- The product or service (details, benefits, competitive comparison, regulatory/environmental issues)
- The market (analysis of market, competitive advantage, market forces)
Operations of private equity funds in portfolio companies
- VC funds are more than just financers; they act as financial partners.
- Fund managers are often former entrepreneurs with experience managing companies.
- They closely monitor portfolio companies, attend board meetings and provide support during times of crisis.
Operations of private equity funds in portfolio companies (Continued)
- VC funds typically help portfolio companies:
- With M&A (mergers and acquisitions);
- Preparation for public market entry
- Recruiting senior employees and top management
- Creating a well-balanced board that complements existing management with fresh experience.
Operations of private equity funds in portfolio companies (Continued)
- VC negotiations are comprehensive, covering business & strategic aspects including:
- Future-oriented plans
- Competitive position
- Profitability and market share growth
- Value creation from investor perspective – Personal credibility.
Operations of private equity funds in portfolio companies (Continued 2)
- VC funds play an active role in their portfolio companies' development.
- Creating net value in the portfolio companies.
- Attractive acquisitions for eventual exit options.
- Capital structuring
- Strategic leadership and managerial support
- Nurturing internal growth
- Oversight of portfolio companies
- Strong communication between PE firm and investee companies
Operations of private equity funds in portfolio companies (Continued 3)
- Providing advisory to management and governance
- Regular board meetings & participation.
- Engaging in managerial processes, including recruiting and compensation for key managers
Operations of private equity funds in portfolio companies (Continued 4)
- Assisting with strategic and operational decisions
- Restructuring, business expansion & product launches
- Updating and improving the management information and reporting system
Operations of private equity funds in portfolio companies (Continued 5)
- Replacing or adding to existing management teams
- Monitoring performance metrics (financial and key performance indicators),
- Reviewing and adapting business strategies
- Monitoring market trends.
Operations of private equity funds in portfolio companies (Continued 6)
- Active decisions on business direction and strategy overcomes issues.
- Strategic actions such as efficiency improvements and other restructuring operations.
Venture Capital and Private Equity Worldwide and in Poland
- Venture capital and private equity associations exist globally and in Poland to represent these interests.
- The organizations promote these industries, offer networking opportunities, and lobby for appropriate policy.
- Some examples include Invest Europe (formerly EVCA), and NVCA (The National Venture Capital Association).
- The Polish Private Equity Association (PPEA) represents and supports the development of the Private Equity and Venture Capital industry in Poland.
Exits of Funds
- The key goal of VC firms is to exit investments, typically at a price significantly higher than the cost of original investment.
- Research shows that roughly 1/3 of portfolio companies fail. Success rates vary, but they often include: One or two collapses, 3-4 underperformers, and a few outperform expectations.
- Types of exits include: IPO (initial public offering), Acquisitions (buy-outs), Sale to a third-party investor, Partial write-off and liquidation.
Exits of Funds (Continued)
- Exit process considerations
- Identification of exit options
- Evaluation of portfolio firms and optimal exit strategy
- Assigning roles and responsibilities for negotiation (incentive agreement)
- Preparation for the exit process
- Negotiations with potential bidders
- Evaluation of exit options and offer
- Transaction closing (completion meeting)
- Post-exit evaluation
Exits of Funds (Continued, Types of Exits)
- IPO
- Acquisitions
- Buyback: investors selling to management
- MBO (management buyout): current management team purchasing the company
- MBI (management buyin): outsiders taking a management role for the company
- LBO leveraged buyout: firms using debt financing for the buyout
- Sale to a third-party
- Write-off/collapse
Exits of Funds (Continued, IPO Specifics)
- IPO (Initial Public Offering)
- Process of selling shares, typically in the months or years after company creation.
- Types of shares: Primary equity (new shares) and secondary equity
- Stages: forming IPO team, preparing company, assembling company, signing intent with underwriters, organizational meetings
Exits of Funds (Continued, IPO Stages)
- Stages for IPO
- Preparing amended registration statement
- Distributing preliminary prospectus
- Marketing efforts ("roadshow")
- Holding the due diligence meeting
- Pricing and signing underwriting agreement
- Trading
- Stabilization and exercise of underwrites' option
Exits of Funds (Continued)
- Factors to consider before public offering:
- Time frame for preparation
- Regulatory burden
- Potential investor reluctance to release warrants
- Investor attention to regulatory factors.
Exits of Funds (Continued, Trade Sale)
- Trade Sales
- Done to third-party individuals/companies
- Typically involving competitor/industry peers.
Exits of Funds (Continued, Write-off)
- Write-offs are often driven by:
- Damage to portfolio return
- Damage to reputation
- Significant time commitment with negligible returns
- The cost and difficulty of fund-raising in the future.
Business Angels as an Informal Type of Venture Capital
- Business angel or investor is a private, informal, venture capitalist.
- Criteria often include: affluent individuals, families, financially sophisticated individuals and those with entrepreneurial success.
- Their motivation is investment combined with mentoring.
- The origins of Business Angels are rooted in the golden age of Broadway; wealthy investors offered capital in exchange for relationships with prominent theater professionals.
Business Angels versus Venture Capitalists
- Comparing business angels to venture capitalists reveals common differences in approach.
- Key Differences include focus on firm's success versus exit strategy, capital source, number of investments, investment experience, managerial involvement, and investor type(part-time versus full-time).
Financial Aspects of Venture Capital Investments
- Rounds of Financing/Acquistion of Funds:
- New Fund Creation: firm obtains commitments from investors.
- Series of financing stages
- Pre-seed financing: Idea feasibility study, no company yet
- Seed financing: Proven idea or plan, infant phase of research & development
- Start-up financing: Product development and initial marketing.
- First-stage financing: Thorough market understanding and team
- Second and third-stage financing: Marketing in place, active sales (existing or expected)
- Pre-IPO financing: Bridge financing before IPO, increasing sales and showcasing a well-functioning marketing system.
Financial Aspects of Venture Capital Investments (Continued)
-
Differences between stages of financing
- Pre-seed financing: focus on proving the feasibility of the concept.
- Seed financing: progresses in business development and leads, also confirming the concept of feasibility.
- First-stage financing: confirming the feasibility of the idea and the firm's capability to develop and execute a business plan.
-
Characteristics of funding rounds.
-
Sources of funding
Financial Aspects of Venture Capital Investments (Continued)
- Financial products for venture capital include loans, guarantees, quasi-equity, and equity.
- Loans and guarantees are often preferable when banks do not provide loan based on desired conditions.
- Quasi-equity investment is a type of financing that exists between equity and debt.
- Equity investment provides capital with the expectation of profit from the business growth. This is earned by dividends or by a later sale of the business (exit) or an IPO (initial public offering)
Valuation of Private Equity Investments
- Estimating investment value: methods include fair market value, fair value, intrinsic value, and investment value.
- Each method considers the context of the investment, portfolio, and enterprise value.
- Most commonly used methods include:
- Recent investment prices: Use the price of recent investments
- Net assets: Derive business value from the value of the company's assets.
- Discounted cash flows: Calculate the present value of expected future cash flows.
- Multiples/relative valuation: Value similar assets using the market's price as a benchmark.
- Multiple methods: Combination of methods to ensure accuracy and mitigate risk
Valuation of Private Equity Investments (Continued)
- Valuation process requires a company analysis and strategic analysis
- Using historical data allows for efficiency assessment and future condition estimation.
- Business and industry environment analysis ensures completeness
Valuation of Private Equity Investments (Continued 2)
- Most Widely Used Methodologies:
- Price of investments: Recent, verifiable price.
- Net Assets: Value based on components, like equipment and other company assets.
- Discounted Cash Flows (DCF): Calculated value of future cash flows.
- Industry Valuation Benchmarks: Comparative analysis (peer groups).
Valuation of Private Equity Investments (Continued 3)
- Calculating Free Cash Flow
- FCFF - Free Cash Flow to Firm: Available to all firm's capital providers after operating expenses and fixed assets maintenance.
- FCFE - Free Cash Flow to Equity: Available to firm's equity holders
Valuation of Private Equity Investments (Continued 4)
- DCF Model Example
- Current FCFF = $6,000,000
- Target Debt/Capital = 0.25
- Market Value of Debt = $30,000,000
- Shares Outstanding = 2,900,000
- Required return on equity = 12%
- Cost of debt = 7%
- Long-term growth in FCFF = 5%
- Tax rate = 30%
Valuation of Private Equity Investments (Continued 5)
- Calculating WACC = Weighted Average Cost of Capital:
- Formulas to derive the enterprise and equity value
- Example FCFF Model: Calculate the firm value and the equity value per share.
Valuation of Private Equity Investments (Continued 6)
- Relative Valuation (Multiplies)
- Using comparable firms or assets.
- Steps involved in multiples valuation
- Type of multipliers: ratios to evaluate
- EV/EBIT - company value to earnings before interest and taxes
- EV/EBITDA - company value to earnings before interest, taxes, depreciation, and amortization
- EV/S - company value to Sales
- EV/unique subscriber
Transaction structuring, Fund remuneration
- Transaction Structuring:
- Private placements are the most common structure in VC market.
Transaction structuring, Fund remuneration (Continued)
- Common Securities/Investor Rights
- Equity securities (common or preferred stock) for ownership
- Debt securities (promissory notes, or debentures)
- Convertible debt – could be turned into equity
- Warrants (rights to purchase)
- Common in later-stage investments
- Remuneration for Fund Managers:
- Management fees (based on capital or assets)
- Carried Interests - share of profits
Transaction structuring, Fund remuneration (Continued 2)
- Calculating Management Fees
- The factors used for calculating management fees
- Capital commitments
- Actually invested capital
- Value of managed portfolio. (that are changing and adjustments need to be made regularly)
- How capital allocation adjustments may occur with exits
Transaction structuring, Fund remuneration (Continued 3)
- Valuation of fund performance metric
- Gross performance (realized investments)
- Perspective on the gross performance of all investments in the portfolio (based on net asset value);
- Performance net of fees;
- The standard metric to evaluate performance is an internal rate of return(IRR), which brings the present value of all cash flow to zero
Transaction structuring, Fund remuneration (Continued 4)
- IRR Calculation (for realized cash flows) formula
- Capital Weighted Average IRR Calculation.
Transaction structuring, Fund remuneration (Continued 5)
- Differences between Capital Weighted Average & Arithmetic Average for IRR calculations
- Capital Weighted Average takes the initial investment and different time periods of different investments into consideration while calculating the arithmetic average does not consider the time it took to receive the return on the different investments.
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Description
This quiz explores the influence of venture capital on innovation, operational performance, and funding strategies. It examines key research findings and common misconceptions held by young entrepreneurs regarding venture capital. Test your knowledge about the significance of venture capital in today's business landscape.