Lecture Note 17 Funding New Venture
Lecture Note 17 Funding New Venture
Foundations of
Entrepreneurship
Funding New Venture
Lecture Note # 17
25.10.2021
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Funding New Ventures
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Funding New Ventures
⮚ Introduction
⮚ Requirement of fund
⮚ Types of sources of fund
⮚ Pros and Cons of various funding
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Funding New Ventures
Incubators /
Accelerators VC
6% 31%
Private
equity
8%
Corporate
and CVC Asset/Invest
16% ment
management
10%
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Funding New Ventures
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Funding New Ventures
Angel/ VCs
High net worth Debt from
individuals/ banks/ Fintech
Incubators Early stage VCs
Accelerators
Crowd
Growth strategy
funding
Set up offices
Go-to-market Warehouses
strategies Recruit more
Infrastructure for people to handle
Equity Continuous
product or service growth
Family value addition,
Product creation Capture data,
Friends new product
development Set up Logistics for use analytics to
Decision to be development,
and validation both inputs and know customer-
entrepreneur – maintain
Define value sales satisfaction/
is primarily superior value
proposition/ Begin awareness repeat
driven by your proposition
product campaign customers
passion to Recruit
Idea, market differentiation Refine products
alleviate a pain manufacturing,
research, Price strategy
prototype marketing, and Business
service personnel process
Company Build shopping management
registration portal Recruit
Setup Payment professional
Gateway CEO and other
C-suits
Movement of funds
Movement of goods
Banks
Current
account
Short-term
loan
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Funding New Ventures
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Funding New Ventures
For example, Joe Gebbia, Brian Chesky, and Nathan Blecharczyk sought funding
for their startup, Airbnb, in 2008.
They wanted to raise $150,000 in return for a 10 percent stake in their
company. None agreed to invest.
Nine years later, Airbnb, was valued $31 billion (presently valued >$100bn).
If one of these investors had invested, their $150,000 investment
would have been worth $3.1 billion in nine years.
Even the most accomplished venture capitalists invest in many
startups that do not succeed and pass on a number of deals that
could have been highly lucrative.
Every investor has at least one great regret.
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Funding New Ventures
Forms of Capital
• Forms of capital – equity, preference shares, debt, grant
• Equity investment gives ownership to investors
• Investment in preference shares may have equity or debt or both
flavours.
• Debt is loan taken on interest and has to be repaid – no matter
what.
• Grant has no covenant.
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Funding New Ventures
Equity Holding
Equity & Liability
Equity capital – Consisting of 2 lakh Total equity
fully paid-up equity shares of face capital: ₹ 20 Lakh
value ₹ 10 each.
equity capital i.e. 2 L shares
Co-founder A 50,000 shares 50,000/2,00,000 = 25%
holds holding
Co-founder B 80,000 shares 80,000/2,00,000 = 40%
holds
Co-founder C 70,000 shares 35%
holds
Total 100%
Equity Holding
Equity & Liability
Equity capital – Consisting of 2 lakh Total equity
fully paid-up equity shares of face capital: ₹ 20 Lakh
value ₹ 10 each.
equity capital i.e. 2 L shares Number of shares held
by the co-founders will
Co-founder A 50,000 shares 50,000/2,50,000 = 20% not change. Therefore,
holds holding to offer 20% of equity
post-money, your
Co-founder B 80,000 shares 80,000/2,50,000 = 32% holding will go down to
holds 80%. So, post-money,
Co-founder C 70,000 shares 70,000/2,50,000 = 28% number of shares is
2,00,000/0.8 = 2,50,000
holds number of shares
Investor 50,000 shares 50,000/250,000 = 20%
Total : 100%
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Funding New Ventures
Equity Holding
C I
70,000 shares out of 50,000 shares out of
total of 2,50,000 total of 2,50,000
nvestor
shares issued. shares issued.
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Funding New Ventures
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Funding New Ventures
45000
40000
20
30000
14
10 20000
10000 7
1000 1000
5000 10000
538
1 1 1
0 0
l l el s or
a rd
ess e n x r d
k l D
Sp
a pa oo rm
ac ead Ap
e
F r A
t P r n l e
l et Th ir c
a ho Un
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ew e W
H Am
Company
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Funding New Ventures Provide Exit to
Scale company +
Seek Profitability Investors - IPO
Set strategy for
All icons are from: repeatable model Series-A Public issue
https://www.flaticon.com Series-A Public issue
round
Get the product Angel round Value of
Customer Validated Angel
round
round the startup
Develop the Idea
Build the Friends &
& Business model
Product Friends &
Family
Family
Bootst Bootstrap
Bootst Bootstrap
rap
rap
IPO
Public: 10%
Founder 1:
Founder 1: 18%
20%
Angel: VC: 20%
Found VC: 18%
Un 15%
er 1:
cle: Fo 25%Angel:12% Founder 2:
20 und Option 18%
100 50 50 %
Fo er
1:
pool
23%
Founder 2:
Angels:
20%
und Found
er 40 Uncle er 2: 25 11%
% 13% Option Uncle: 9%
2: 25%
Equity Holding % 40
pool 18% Uncle:
10%
Option pool
16%
%
Progress & Valuation 25
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o
t
i
d
e
s
r
Seniority Ranking of Corporate Liabilities
ro • Claim by the government
Ct
• Credit secured by collaterals (Bank loans) In finance, seniority
i
refers to the order of
d • Subordinated (Subordinated bonds and loans)
e repayment out of
r salvaged value in the
uC
• Unsecured (Public deposits, corporate bonds, event of a sale or
bankruptcy of the
c
ee d corporate papers, trade creditors)
neS • Preference shares (Hybrid/quasi equity) issuer. Seniority can
ir refer to either debt or
nu preferred stock. Senior
ac • Preference shareholders debt must be repaid
ze
zs
• Seed capital before subordinated (or
eyn junior) debt.
MtU
i • Equity
• Subsidy, grant,
u
q
E
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Funding New Ventures
• Public
• Preference equity (Mostly hybrid in nature: mix of Debt and Equity)
• Unsecured loan (mezzanine senior to equity but subordinate to secured debt)
• Most costly
• Debt, Trade creditors
• Long-term debt
• Banks/financial institutions, private lenders, trade creditors, non-bank finance companies
• Short-term debt
• Mostly banks
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Funding New Ventures
Example
A company defaults on payment to a creditor and the court orders liquidation.
How the payment will be made and will there be anything for the equity
holder? Suppose, the following is the list of creditors and their receivables.
Creditors Outstan Liquidation proceeds: 1500 1300 2500
ding
Bank loan 1000 1000 1000 1000
Trade creditors 200
Unsecured loans 300 Loan on second lien 200 200 200 200
(mortgage)
Bank loan 1000
Preference stocks 500 Trade creditors 200 200 100 200
Loan on second lien (mortgage) 200 Unsecured loans 300 100 0 300
Total 2200 Preference stocks 500 0 0 500
Equity holders 0 0 300
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Funding New Ventures
Loan or Debt
• Loans are primarily of two types
• Long-term – for capital assets (useful life longer than a year)
• Short-term – for working capital
• Securities are of two types
• Primary (charge on the assets funded by the loan)
• Collateral (charge on assets other than those acquired with the loan)
• Seniority of a loan or type of fund primarily depends on: whether it is
secured or unsecured and is it primary or subordinated debt.
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Funding New Ventures
& Bisiness
model Mid & Late
Stage VC
Cash flow
Early
Angels & Stage VC
Angel Groups
Seed Stage
& Incubators
Friends &
Family
Bootstrap
Period of operation
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Funding New Ventures
What Is Dilution
• Extent of dilution in a round of funding depends on valuation of your
startup.
Value of your startup goes up:
as you move forward with development of your product,
and as the risk perception on the success of your venture reduces.
• At idea stage, success appears uncertain. Value is very low.
• As you get your product customer validated, risk of success appears to
reduce and valuation becomes higher.
• Early investment leads to higher dilution of equity because of lower
valuation (though it may help in accelerating development), whereas,
delay in raising money may lead to loss of opportunity (though it may
help restrict dilution).
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Proof of Seed
Idea Prototype Basic infra Go-to-market
concept marketing
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Understand Dilution
Suppose you raise ₹ 1 million from angel investor in exchange for equity.
Likely dilution of equity for raising this sum at different stages of your start up?
Place
Initial Seed
Proof of basic Go-to-
Idea Prototyp marketin
concept infrastru market
e g
cture
At idea stage, the value of As a prototype is built, the value With the proof of concept,
the company is low, say ₹3 of the company grows to, say the value is much greater,
million. The angel would ₹4 million. The angel would say ₹9 million. The angel
invest ₹ 1 million for 25% invest ₹ 1 million for 20% would invest ₹ 1 million for
10%
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Funding New Ventures
• Consider two scenarios: A. Say you plan to delay the fund raising till
the point B hoping that the cash flow will follow the brown dotted line.
• But if your burn rate is more than you expect, your cash flow may
actually follow the red dotted line.
• B. Suppose you raise fund at point A. With more fund at your disposal,
you move in an accelerated pace and things may take a positive turn.
B
A
Loss of opportunity
Dilution:
Say 40%
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Equity Funds
money is invested in the business in Debt Funds
exchange for part ownership borrowed money, which is paid back over time with interest
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⮚ Bootstrapping
⮚ Crowdfunding
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Bootstrapping
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Bootstrapping
• The dictionary meaning: “get (oneself or something) into or out of a
situation using existing resources.”
• Some say that bootstrapping is to pulling oneself up by own bootstraps.
• Arrange money from any source other than formal investors and lenders.
• It starts with personal savings, cutting costs to minimum, sharing office
space, traveling by the cheapest option, hiring intern instead of regular
employees, getting work done by freelancers, using used instead of new
machines, minimize personal expenses avoiding unnecessary expenses,
trying to obtain payment in advance or as early as
possible, applying for grant wherever possible, etc.
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Funding by Bootstrapping
personal savings
#
# sharing office space
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Crowdfunding
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Crowdfunding
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Crowdfunding
• The global crowdfunding industry generated about $34.4 billion in
capital last year.
• The biggest player in the Indian market is ‘Milaap’, which has
raised the equivalent of over US$12.7m through donations and
microloans. Spread across close to 50,000 projects, it has averaged
around just $260 per project.
• Ketto charges 5 to 8% of the amount raised.
• https://crowdsourcingweek.com/blog/indias-top-ten-
crowdfunding-platforms/
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Reward-Based Crowdfunding
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Crowdfunding in India
• Any kind of fund raising from the public is to be authorized by SEBI
(Securities & Exchange Board of India).
• SEBI is yet to put in place formal regulatory framework for
crowdfunding.
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Microfinance
• ‘Rang De’ has been providing microloans online. ‘Rang De’ has
been funded by the World Bank through ‘Development
Marketplace’ (DM). ‘Rang De’ takes 2% of the money lent.
• ‘Milaap’ – online microlending portal.
• ‘Fuel A Dream’ charges about 10.3% as platform fees.
• ‘Wishberry’ charges a one-time non-refundable fee of USD 52.37
plus 10% commission of the funds raised.
• ‘Catapoolt’ charges around USD 23 as a project submission fee
along with 10-15% of the total funding raised.
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Source: https://taxguru.in/sebi/crowdfunding-india.html
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Incubation
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Incubation
• The dictionary definition of incubation is the process of keeping
something at the right conditions for it to desirably mature.
• A mother bird sits on her eggs to provide the warmth for the eggs to
mature and hatch.
• In case of diseases, it is the time from the moment of exposure to
an infectious agent and manifestation of the symptom. Incubation
period of chickenpox is 14-16 days, just as the coronavirus.
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Incubators
• Incubation centers house several startups at one place where they
can share infrastructures, tools, expertise, and co-develop product
in a synergistic process for faster progress at the early stage.
• Once any startup is ready to go-to-market, it is expected to move
out to formal office of their own.
• Seed money provided by incubators are either grant or soft loan
repayable in easy terms.
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Accelerator
• A startup accelerator, also referred to as seed accelerator, is an
organization who runs programs to support, in an accelerated pace,
early-stage, growth-driven startups through
• mentorship,
• guidance,
• networking, and
• with small fund.
• It runs the program at its own space.
• Demo day
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Accelerator
• The acceleration programs run for a fixed and short durations ranging
from 3 to 6 months.
• Most of the acceleration programs run as part of the cohort of
companies who can learn from each other and collaborate for
synergies.
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Accelerator
• The accelerator select the companies for the program based on
potentials, provides resources, invites experts for delivering
lectures & mentoring, invites investors for both advising and
funding the supported companies.
• The accelerators usually charge the accelerated companies some
equity that may range between 3 to 8%.
• Each program ends with an event referred to as “graduation” or
“demo day” when startups pitch before a group of inventors and
experts.
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Accelerator
Accelerators focus on one technology domain at a time for synergy.
Some of the preferred areas are tech hardware, AI and biotech, though
all emerging technology domains are of interest.
Famous accelerator such as Plug and Play Tech Center in Silicon Valley
helped Google, PayPal and Zoosk transform their ideas into businesses.
Y Combinator mentored Airbnb, Dropbox and Reddit and almost a
thousand others.
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Accelerator
• Venture capital firm Sequoia Capital India has set up its startup
accelerator programme called Surge in February 2019.
• The Surge picks up 10–20 early stage startups twice every year for
mentoring.
• Surge invests $1 to $2 Mn in each startup.
• Byju Raveendran and Ritesh Agarwal are some of the mentors in
Surge.
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Project Cost
Year 1 2 3 4
Investment in land and building 10
Investment in machinery 100
Other expenses such as electrical connection 20
(transformer), licenses, approach road,
disposal arrangement
Investment in trial production 5 Fixed
Contingency 10
Capital
Total investment in fixed assets 145
Turnover 200 250 300 400
25% of turnover 50 62.5 75 100
Working capital requirement (Turnover method) 50 62.5 75 100
Project cost
190
Working
Capital
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Sources of Equity
• Founders’ contributions to business are mostly in the form of equity., though at times,
founders can lend money to the company as unsecured loan or preference capital.
• Incubator
• Accelerator
• High Net-Worth Individual
• Impact investors
• Business Angels
• Venture Capital Funds
• Private Equity Fund
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Project Report
• Need for fund (create long term and short term assets to maintain
business operation)
• Sources of financing (equity, debt, and grants)
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Angel Investors
Usually successful Identify potentially
entrepreneurs winning startup
Closely mentor
Experts in
some field Connect with market
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Factors to consider while raising money: When and How Much to Raise?
• Conventional wisdom has it that entrepreneur should bootstrap and
leverage every strand of non-diluting funding source to increase
value in the business before raising fund from angels.
• But understand the values that BA can bring. The knowledge,
experience, and connection with market & other investors.
• Look for seed fund (seed round) to cover beta testing of prototype
(public test) and generate the first MVP.
• Amount in one round should be enough to take the venture to the
next milestone. High-growth venture may raise more money to
avoid delay in processing next round of funding.
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01 02 03 04 05
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Valuation
• At early stage: technology & team
RISK
risk.
• As you go-to-market: execution
risk, market acceptance risk, team
• Growth phase: risk associated with
cost of manufacturing, marketing
channel, skilled manpower, adequate Time
finance, competition.
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Deal Structuring
Term Sheet
If investors are happy at the end of the presentation they make
formal offer in the form of “Term Sheet”.
The conditions in the term sheet are non-binding on investors.
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Term Sheet
• Basic terms/conditions of an investment at the
minimum:
– Pre-money valuation
– Amount of investment
– Form of investment
– Use of proceeds
– Term and mode of exit
• Non-binding on investor
• Exclusivity or no-shop clause
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Term Sheet
• Terms in the term sheet are negotiable but with fairly significant
limitations.
• Make deals based on future market and not based on past deal.
• They are hard bargainers and may be posturing.
• Be consistent and don’t bluff; you may meet again; leave ego out of
the deal.
• Try to have a short time horizon before it gets stale.
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Due Diligence
• You, your team and your company are under a microscope.
• Legal, financial and strategic review of organizational structure,
history, contractual relationships and documents.
• Will be tedious, frustrating, time consuming and costly.
• Key to success: preparation and cooperation.
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The “Science”
– Comprehensive list of questions to ask.
– System to organize and analyze data provided.
– Quantitative analysis of risks uncovered.
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Preference Shares
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Liquidation Preference
• It states how the proceeds from liquidation event such as trade sale,
initial public offering, or dissolution of company will be distributed.
• All VCs and some BAs provide this clause.
• In liquidation events, investors will be entitled to their investment and
a minimum return ahead of founders.
• VCs will often set a liquidation preference such 1X, 2X, or 3X.
• Only after distribution of proceeds of liquidation to preferred
shareholders—in accordance with respective liquidity preferences—
the remaining proceed (if any) is distributed
among common shareholders.
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Example cont’d.
• The BA/VC holding participating preferred stock will receive their original
investment of ₹ 50 million (1xliquidation preference) plus 50% of the
remaining amount as they hold 50% ownership in the company.
• The entrepreneur would receive ₹ 100 million.
• 250M – [50M + 0.5X9250-50)] = 250M – 150M = ₹ 100M
• [If BA/VC held “convertible preference shares”, post conversion, the BA/VC
and the entrepreneur would receive 50% of the exit proceeds or ₹ 125.5
million each.]
• However, with lower exit value, the share of the entrepreneur
will go down faster.
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Anti-dilution Clause
• Usually, the valuation of the company is expected to go up moving
forward and thus, the per-share value. But, there may be situation when
the valuation goes down.
• Anti-dilution is used in case of preferred stock and not common stock.
• If the investee company issues stock at a price lower than what the
existing shareholders paid, the former has to compensate the later by
issuing new shares at a price such that the average price of their holding
is not more than that of the subsequent round
of funding.
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Anti-dilution Provision
• A company avails investment from an angel ABC by issuing preference
shares. Subsequently, the company issues preference shares to another
investor XYZ at a lower valuation, the existing shareholders i.e. ABC has
the right to be compensated by granting additional shares at a price
such that the average price of acquisition is not more than the new
issue price.
• The existing investors may also insist on maintaining percentage holding
in the company through fresh investment along with the new investors.
• Antidilution may be so structured that it would be automatically
triggered in case of failure to meet milestones.
• If the investors do not subscribe to new equity, the antidilution
protection may not be available.
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Other Preference
Drag-along provisions – it grants investors the right to compel the
founders and other shareholders to vote in favor of the sale, merger, or
other “deemed liquidation”.
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Syllabus is up to the
previous slide
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⮚ Debt fund
⮚ Funding for innovation
⮚ Government schemes
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Convertibles
• Convertible debt – investment made as debt is subsequently
converted into equity, usually preferred equity, when the
investee company raises the next round of funding.
• The valuation is determined by the next round of investors.
• Depending on the risk perception, discount is allowed on
valuation during conversion to shares - roughly in the range of
10% to 30%
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Example
• An angel (Angel 1) agrees to invest ₹ 6 million in a startup (say ABC) as
convertible debt and negotiates a 20% discount.
• The meaning of the above is that the debt will be converted into equity at
some future date at a price that is less than 20% of the price at which the
company will issue shares to another investor(s).
• Suppose, during the next round of financing a VC (say VC 1) values ABC at ₹
100 per share (par value or face value of Rs. 10).
• A discount of 20% is allowed to ‘Angel 1’ on the price of ₹ 100 per share.
i.e. the ‘Angel 1’ will be able to covert ₹ 6 million into equity shares at a
valuation of ₹ 80 per share.
• So ‘Angel 1’ will receive ₹6M/₹80 = 75,000 shares of the
company.
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Convertible Debt
Advantages and Disadvantages of Investee Company
Advantages Disadvantages
• Funding does not dilute equity. • May have to pay interest on debt
• Can avoid estimating pre-money and stress cash flow.
valuation. • May lead to higher dilution for the
• Chances of lower dilution after value same amount of fund if it fails to
accretion. meet performance milestones.
• • Higher discount rate may lead to
Can avoid bias of earlier valuation
higher dilution.
when approaching to subsequent
investors. Avoid down round. • If there is ‘cap’ on premoney
valuation, the investee company
• Less processing and quick disbursal.
may not avoid dilution.
• Investor may opt not to convert • No voting right
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• Your market. Are the market going to buy your products? How are
you pitted against the competition?
• Your team
• The technology
• Why now, why you, why this technology?
• The pay-out
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Startup in India
An entity is defined as a startup if its headquarter is in India, less
than 10 years old, and an annual turnover of less than ₹100 crore
(US$14 million.
The government has launched the I-MADE program under this
initiative to help Indian entrepreneurs build 10 lakh (1 million)
mobile app start-ups, and
The MUDRA Bank's scheme (Pradhan Mantri Mudra Yojana aiming to
provide micro-finance, low-interest rate loans to entrepreneurs.
Initial capital of ₹20,000 crore has been allocated for this scheme.
Startups and Entrepreneurs @ 1 MILLION STARTUPS
www.1millionstartups.com
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PRISM
Phase - I
• Category-I: Proof of Concept/ Prototypes/ Models
• For prototyping ideas and testing hypothesis
• Any Indian national including students can apply.
• Maximum support ₹2.00 lakh (subject to 90% of the total requirement)
• Form: Grant (no repayment obligation)
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PRISM
Phase - I
• Category-II: Fabrication of working model/process know-how/
testing and trial/patenting/technology transfer etc. (Innovation
Incubation)
• For fabrication, refinement and validation of prototypes.
• Any Indian national can apply.
• Maximum support ₹20.00 lakh (subject to 90% of the total requirement).
• Form: Grant (no repayment obligation).
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PRISM
Phase - II
• Enterprise Incubation
• The support is for scaling up technology based innovations,
patenting/design registration/trademark registry/ technology transfer to
develop a marketable product/process towards enterprise creation.
• Successful PRISM innovators or those who have received assistance from
any other government scheme and demonstrated success.
• Maximum support ₹50.00 lakh (subject to 50% of the total project cost).
• Form: Grant (no repayment obligation).
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SRIJAN by
TIFAC & SIDBI
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SRIJAN
• Loan assistance is not more than Rs. 10 million for each project.
• This is development loan on soft terms & conditions.
• The interest rate is not more than 5% per annum (simple).
• The repayment shall commence within one year after the project
completion and shall be fully repaid in five years.
• The duration of the project should not normally exceed 18 months.
• The soft loan is limited to maximum 80% of the estimated
project cost and the promoter has to contribute minimum 20%.
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A number of other government startup loans and schemes for entrepreneurs in India have
been introduced in the past few years. Here is a list of some of the most popular and
notable government schemes that offer business loans for startups And MSMEs in India.
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• It Maximizes the Probability of Getting the Right Help at the Right Time
• It prepares you to accept failure and move on.
• It helps the investors to come to your rescue at times of distress.
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⮚ Financing New Ventures: An Entrepreneur's Guide to Business Angel Investment by Andrew Zacharakis, 2013
⮚ Harvard Business Review Entrepreneur's Handbook (HBR Handbooks) Paperback – 23 Mar 2018
⮚ https://encycolorpedia.com/
⮚ https://unsplash.com/s/photos/background for images
⮚ https://www.youtube.com/watch?time_continue=231&v=SB16xgtFmco&feature=emb_logo
⮚ https://slidebean.com/templates/investor-deck-template
⮚ https://guykawasaki.com/the-only-10-slides-you-need-in-your-pitch/
⮚ https://slidebean.com/templates/investor-deck-template
⮚ Various Wikipedia pages
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