No Way, Jose Negotiation Planning

Entrepreneurs are, by nature, visionary and optimistic. Their company valuations are high and prospects are rosy. Perhaps as a result, they may tend to be wooed by pie-in-the sky investment discussions that never result in bona fide term sheets and discourage realistic but less complimentary offers, which, in their estimation, undervalue the business and their management skills.

For these reasons, I recommend that the entrepreneurial management teams discuss the following five tough questions amongst themselves and update a file of written answers for their eyes only as the company fortunes wax or wane. This “reality check” will help them ask investors and investment bankers important questions earlier than they might otherwise do, and will enable them to determine in advance what types of offering terms they are willing to accept, even if they are not all that they wish.

Question 1: If the company has no other clients or revenue sources other than those currently active, how long can it sustain its burn-rate?

Analysis: The more immediate the need for money, the less sense it makes to seek private equity and the more the company should spent time hawking its widgets to paying customers. Due diligence will take longer than the company wants, and its financial vulnerability will be obvious to the investor, who will therefore regard that deal as risky enough to abandon or worth terms the entrepreneur will likely regard as onerous.

To Do: Figure out how long the company can remain in business with no investment and nothing other than organic growth. Calculate the cost of the number of months required to turn a profit and repay debt. This is the amount of money the company needs (vs. wants). How much of the company would you sell to an investor who brought you over this minimum threshold? How much would you reward him for that risk?

Question 2: How time sensitive is your financial need?

Analysis: Some companies face seasonal or cyclical highs or once-in-a-blue-moon marketing or sales opportunities they must hit or they are doomed. Others enjoy a competitive advantage that is significant, but not for long, so they could make more money expanding rapidly now than growing organically later. In such cases, money invested now is worth much more than money invested later. Calculate a bonus value for the money.

To Do: Look at a calendar and identify a date before which investment is highly valued. Determine what you are willing to give up to accept an offer by that date.

Question 3: Under what investment terms are you willing to sell 51% of the company, step aside from a management role, or give up a Board seat?

Analysis: Many investors have a clear and public preference for roles, such as majority or minority control, a Board seat, their own management team in place. Know their preferences and what you will accept. Also, smart money is worth more than “dumb” money – that is to say that investors who know the industry, have sales, merger, or vendor contracts can bring terrific value in addition to needed dollars.
To Do: Think about all the resources the company needs to grow – not just money. Calculate the time/cost to achieve goals on your own vs. inheriting professional resources with investment dollars. What is that worth to you – what percentage of the company or what management role?

Question 4: What upcoming milestones will make the company cash flow positive? How much time and money are required to meet the minimums?

Analysis: Most private equity sources will not invest all promised funds up front. Rather, they will release a portion to be followed by later tranches if the company meets identified milestones, usually in sales revenue or development. These increments and goals should be negotiated in the contract.

To Do: Figure out various fast and cheap tracks to profitability. Calculate the barebones cost to each and add 20% for extra time. Accepting less money in a first tranch decreases the likelihood of meeting the milestone, which means it decreases the second infusion of cash, and thereby increases the likelihood of losing the investor or even the company under the terms of the offering agreement, since the entrepreneur probably won’t have other potential investors in queue.

Question 5: If all goes well and the company grows, at what point will expansion exceed the competency of current management?

Analysis: Many entrepreneurs are great at starting companies but weaker at maintaining or growing them. The success of the company may depend on recognizing management’s strengths and weaknesses. For example, running a public company is different than running a private one.

To Do: Develop a graceful transition and departure plan based on realistic self and company-assessment.

You will notice that several of these questions approach the same question from different perspectives. The gist is this, “if you can’t achieve your goals without investors, then the most important valuation to acknowledge is not how much the market will value your company when it is successful, but rather, how much you value the money to take you the first step to get there.
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tags: Articles |  Entrepreneur |  Investment