4: PE Contracts Flashcards
- Term Sheets
- A contract; or an anchor before further due diligence.
- VC typically offers term sheet to the potential portfolio company
- Non-binding agreement
- Basic terms and conditions under which an investment will be made
- valuation, investment amount, percentage stake, voting rights, liquidation preference, anti-dilutive provisions, and investor commitment etc. …..
- Due Diligence
- “Selskapsgjennomgang”
- “Full investigation of a product and transaction before the transaction takes place”
- Research in company, collect info, investigation
- Examination of financial records before entering proposed transaction
- Fully Diluted Basis
- Assumption that all preferred stock is converted and all options are exercised
- Fully Diluted Share Count
- Total number of common shares after all sources of conversion are exercised.
- Capitalization Table
- Pre-Financing compared to Post-Financing
- Proposed Ownership Percentage
- Proposed ownership to investor
- Tranches
- Investments over multiple periods
- Common in weak markets (post-boom e.g.)
OPP
Original Purchase Price
- Price per Share
- Aggregate Purchase Price (APP)
- Price paid for all shares of a security
APP = OPP * shares purchased APP = P * #
- Pre-Money Valuation
Market Cap before VC investment
Post Market Value – Investment = Pre-Money Valuation (15 – 5 = 10m)
P * Pretransaction (fully diluted share count) (1 * 10 = 10m)
- Post-Money Valuation
Similar to market cap for public companies
PMV = P * Fully Diluted Share Count (1 * 15 = 15)
PMV = Investment / proposed ownership (5m / 0,33 = 15)
- Dividend Preference
Preferred get paid dividends first
- Dividends for firms that VC buy
- Rarely happens, start-ups
- Must use the money to accelerate the growth
- Accrued Cash Dividends
- Liquidation Dividend.
- Dividend not paid until the deemed liquidation. Wants to hold money in the company to accelerate the growth
- Stock Dividend is called
Payment-in-kind (“PIK”)
- Payment-in-kind (“PIK”)
- Stock Dividend
- Employee Stock Pool
- Employees get shares as a incentive
- Usually call options on common stocks
- Their share gets usually lower for later rounds, as more investors come with larger sums
- Cumulative and noncumulative Dividend rights – Difference
Cumulative: Dividend MUST be paid. Either at dividend date, or at a later stage. If it happens at a later stage, there might be with a simple or compounding interest rate
Non-cumulative: Does not have to pay unpaid or omitted dividend. Less attractive.
- Deemed liquidation event
- Company sold
- Merged
- Shut down, etc.
- Liquidation preference
- Who gets money first. Hierarchy.
1: Bondholders
2: Preferred stockholders
3: Common stockholders
- Qualified Public Offering (QPO)
- Automatic conversion
- E.g., from preferred to common if OPP goes 5x today’s price
- “Pari passo”
- All with preferred stocks get paid at the same time
- 2x or 3x liquidate preference
- Investors are paid back double or triple their original investment before any other (juniors) get paid
- Anti-Dilution Protection
- Protect the value of the investors shares in the event of a “down round”
- Protect them from dilution – from cheaper prices at a later stage
- Without this, they would get a less % ownership than they originally thought
- Redemption Rights
- Feature of preferred stock that allows investor to force company to pay back the investment
- Rarely happens (?)
- Restrictions private transactions
- Stocks purchased with a private transaction is restricted
- Cannot be sold to a public offering
- Must register the transaction
- Demand registration rights
- Piggyback registration rights
- Demand Registration rights
- Force company to register the transactions for their shares
- Costly
- Have more influence; can demand IPO
- Piggyback registration
- Register unregistered stocks
- Inferior to demand registration rights; cannot force IPO
- More common than Demand type
- Cheaper
- Piggyback versus Demand
- Piggyback less costly
- Demand gives more influence and power; can demand IPO
- Qualified Institutional Buyers (QIBs)
- Institutes with more than $100m investment assets
- Vested
- Stocks to employees
- Usually given over time
- Incentive to work hard
- Step Vesting
- Stocks to employees
- Step: Annually, Quarterly etc..
- Cliff Vesting
- Stocks to employees
- All given at once
- Transfer restrictions
- To prevent the founder of selling he’s shares
- Take-me-along / Tag-along-rights
- Minority shareholders get the chance to join the sale of a majority shareholder
- To protect the minority shareholders
- Right of first offer
- Can buy or bid on an asset before the owner tries to sell it to a third party
- Right of first refusal
- Right to buy before others
- Drag-along right
- Major shareholder can force minority to join a sale
- To protect the majority interest
- E.g., A owns 51% of the shares. With this clause, A can force the remaining 49% to sell their shares to an external investor
- Offering process
• Two steps:
- Term sheet contains clauses to be negotiated
- Often limits E’s ability to bargain with other investors
- Final Contract
• Several elements
- Baseline legal rules in any jurisdiction
- Firm’s character
- Shareholder agreements
- Employment contracts