Glossary of Terms

 

ACQUISITION
ANGEL FINANCIERS
ANTI-DILUTION PROTECTION
BOOTSTRAPPING
BRIDGING FINANCE
BURN RATE
CAPITAL GAINS
CARRIED INTEREST
CONVERTIBLE SECURITY
DILUTION
DUE DILIGENCE
EARLY STAGE
EXIT STRATEGY
FUND FOCUS (OR INVESTMENT STAGE)
FUND SIZE
“HOCKEY STICK”
INVESTMENT PHILOSOPHY
INITIAL PUBLIC OFFERING (IPO)
NEW ISSUE
OPTION POOL
PORTFOLIO COMPANIES
POST-MONEY VALUATION
PREFERENCE SHARES
PRE-MONEY VALUATION
PRIVATE EQUITY
PROPRIETARY INFORMATION
PROSPECTUS
LATER STAGE
LEAD INVESTOR
LEVERAGED BUYOUT (LBO)
LIMITED PARTNERSHIPS
MANAGEMENT FEE
MANAGEMENT TEAM
MEZZANINE FINANCING
SECONDARY SALE
SEED MONEY
STOCK OPTIONS
TERM SHEET
VENTURE CAPITAL
WRITE-OFF
WRITE-UP/WRITE-DOWN


ACQUISITION – The act of one company taking over a
controlling interest in another company. Investors often look
for companies that are likely acquisition candidates, because
the acquiring firms are usually willing to pay a premium on
the market price for the shares. This may be the most likely
exit route for a VC investor.
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ANGEL FINANCIERS – The first individuals to invest
money in your company. For example, friends, family.
They do not belong to a professional venture capital firm
and do not have similar monitoring processes. They often
believe in the Entrepreneur more than the actual product.
This capital is generally used as seed financing.
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ANTI-DILUTION PROTECTION – In the event a company
sells shares in the future at a price lower than what the VC
paid, an adjustment will be made to the % of shares held
by the VCs.
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BOOTSTRAPPING – A means of finding creative ways
to support a start-up business until it turns profitable.
This method may include negotiating delayed payment to
suppliers and advances from potential partners and customers.
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BRIDGING FINANCE – Type of financing used to fill an
anticipated gap between more permanent rounds of capital
investments. Usually structured to enable them to become
part of future rounds if successfully raised.
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BURN RATE – The rate at which your company is
consuming cash, usually expressed on a monthly basis.
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CAPITAL GAINS – The difference between an asset’s
purchase price and selling price when the selling price is
greater. Capital gains are usually subject to tax which may
be mitigated by careful tax planning.
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CARRIED INTEREST – The portion of any gains realised
by a Venture Capital Fund to which the fund managers are
entitled, generally without having to contribute capital to
the fund. Carried interest payments are customary in the
venture capital industry to create a significant economic
incentive for venture capital fund managers to achieve
capital gains.
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CONVERTIBLE SECURITY – A financial security
(usually preference shares) that is exchangeable for another
type of security (usually ordinary shares) at a pre-stated
price. Convertibles are appropriate for investors who want
higher income, or liquidation preference protection, than is
available from ordinary shares, together with greater
appreciation potential than regular bonds offer.
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DILUTION – The process by which an investor’s ownership
percentage in a company is reduced by the issue of new shares.
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DUE DILIGENCE – The process by which VCs conduct
research on the market potential, competition, reference
interviews, financial analysis, and technology assessment.
Usually divided into commercial, financial, legal and
commercial due diligence.
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EARLY STAGE – A fund investment strategy involving
investments in companies to enable product development
and initial marketing, manufacturing and sales activities. Early
stage investors can be influential in building a company’s
management team and direction. While early stage venture
capital investing involves more risk at the individual deal level
than later stage venture investing, investors are able to buy
company stock at very low prices and these investments may
have the ability to produce high returns.
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EXIT STRATEGY – A fund’s intended method for
liquidating its holdings while achieving the maximum
possible return. These strategies depend on the exit climates
including market conditions and industry trends. Exit
strategies can include selling or distributing the portfolio
company’s shares after an initial public offering (IPO), a sale
of the portfolio company or a recapitalisation.
(See Acquisition, Initial Public Offering)
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FUND FOCUS (OR INVESTMENT STAGE) – The
indicated area of specialization of a venture capital fund
usually expressed as Balanced, Seed and Early Stage, Later
Stage, Mezzanine or Leveraged Buyout (LBO). (See all of the
stated fund types for further information)
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FUND SIZE – The total amount of capital committed by the
investors of a venture capital fund.
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“HOCKEY STICK” – Refers to a financial projection which
starts modestly for a number of months and rapidly
accelerates. “How much of a hockey stick is in the plan?”
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INVESTMENT PHILOSOPHY – The stated investment
approach or focus of a fund manager.
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INITIAL PUBLIC OFFERING (IPO) – The sale or distribution
of a stock of a portfolio company to the public for the first
time. IPOs are often an opportunity for the existing investors
(often venture capitalists) to receive significant returns on their
original investment. During periods of market downturns or
corrections the opposite is true.
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NEW ISSUE – A stock or bond offered to the public for
the first time. New issues may be initial public offerings by
previously private companies or additional stock or bond
issues by companies already public. New public offerings
are registered with the Securities and Exchange Commission.
(See Securities and Exchange Commission and Registration)
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OPTION POOL – The number of shares set aside for
future issuance to employees of a private company.
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PORTFOLIO COMPANIES – Portfolio companies are
companies in which a given fund has invested.
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POST-MONEY VALUATION – The valuation of a company
immediately after the most recent round of financing.
This value is calculated by multiplying the company’s total
number of shares by the share price of the latest financing.
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PREFERENCE SHARES – Form of equity which has rights
superior to ordinary shares. Most VC deals use preference
shares which may convert to ordinary shares upon an IPO
or Acquisition.
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PRE-MONEY VALUATION – The value of the company
before VCs cash goes into the business. VCs use the
Pre-Money Valuation to determine what % ownership they
will have in your company.
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PRIVATE EQUITY – Private equities are equity securities of
companies that have not “gone public” (in other words,
companies that have not listed their stock on a public
exchange). Private equities are generally illiquid and thought
of as a long-term investment. As they are not listed on an
exchange, any investor wishing to sell securities in private
companies must find a buyer in the absence of a
marketplace.
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PROPRIETARY INFORMATION – Any information
uniquely possessed by a company which is not generally
available to the public.
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PROSPECTUS – A formal written offer to sell securities
that provides an investor with the necessary information
to make an informed decision. A prospectus explains a
proposed or existing business enterprise and must disclose any
material risks and information according to the securities laws.
A prospectus must be filed with the SEC and be given to all
potential investors. Companies offering securities, mutual
funds, and offerings of other investment companies
(including Business Development Companies) are required
to issue prospectuses describing their history, investment
philosophy or objectives, risk factors and financial statements.
Investors should carefully read them prior to investing
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LATER STAGE – A fund investment strategy involving
financing for the expansion of a company that is producing,
shipping and increasing its sales volume. Later stage funds
often provide the financing to help a company achieve
critical mass in order to position itself for an IPO. Later
stage investing can have less risk than early stage financing
because these companies have already established
themselves in their market and generally have a management
team in place. Later stage and Mezzanine level financing are
often used interchangeably.
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LEAD INVESTOR – Each round of Venture Capital has
a lead investor who negotiates the terms of the deal and
usually commits to at least 50% of the round.
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LEVERAGED BUYOUT (LBO) – A takeover of a company
using a combination of equity and borrowed funds (or loans).
Generally, the target company’s assets act as the collateral
for the loans taken out by the acquiring group. The acquiring
group then repays the loan from the cash flow of the
acquired company. For example, a group of investors may
borrow funds using the assets of the company as collateral
in order to take over a company. Or the management of the
company may use this vehicle as a means to regain control
of the company by converting a company from public to
private. In most LBOs, public shareholders receive a
premium to the market price of the shares.
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LIMITED PARTNERSHIPS – An organization comprised of
a general partner, who manages a fund, and limited
partners, who invest money but have limited liability and are
not involved with the day-to-day management of the fund.
In the typical venture capital fund, the general partner
receives a management fee and a percentage of the profits
(or carried interest). The limited partners may receive both
income and capital gains as a return on their investment.
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MANAGEMENT FEE – Compensation for the management
of a venture fund’s activities, paid from the fund to the
general partner or investment advisor. This compensation
generally includes an annual management fee.
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MANAGEMENT TEAM – The persons who oversee the
activities of a venture capital fund.
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MEZZANINE FINANCING – Refers to the stage of
venture financing for a company immediately prior to its
IPO. Investors entering in this round have lower risk of loss
than those investors who have invested in an earlier round.
Mezzanine level financing can take the structure of
preference shares, convertible bonds or subordinated debt
(the level of financing senior to equity and below senior debt).
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SECONDARY SALE – The sale of private or restricted
holdings in a portfolio company to other investors.
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SEED MONEY – The first round of capital for a start-up
business. Seed money usually takes the structure of a loan
or an investment in preferred stock or convertible bonds,
although sometimes it is common stock. Seed money
provides start-up companies with the capital required for
their initial development and growth. Business Angels and
early-stage venture capital funds often provide seed money.
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STOCK OPTIONS – There are two definitions of stock options.
The right to purchase or sell a stock at a specified price
within a stated period. Options are a popular investment
medium, offering an opportunity to hedge positions in other
securities, to speculate on stocks with relatively little investment,
and to capitalize on changes in the market value of options
contracts themselves through a variety of options strategies.
A widely used form of employee incentive and compensation.
The employee is given an option to purchase its shares at a
certain price (at or below the market price at the time the
option is granted) for a specified period of years.
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TERM SHEET – Typically a 3-5 page document which
outlines the fundamental business terms of a Venture
Investment. This document serves to drive at the final
business agreement of closing the deal. If you receive a
term sheet from a VC there is a high probability of closing
and funding the deal.
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VENTURE CAPITAL – Money provided by investors to
privately held companies with perceived long-term growth
potential. Professionally managed venture capital firms
generally are limited partnerships funded by private and
public pension funds, endowment funds, foundations,
corporations, wealthy individuals, foreign investors,
and the venture capitalists themselves.
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WRITE-OFF – The act of changing the value of an asset
to an expense or a loss. A write-off is used to reduce or
eliminate the value an asset and reduce profits.
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WRITE-UP/WRITE-DOWN – An upward or downward
adjustment of the value of an asset. Usually based on events
affecting the investee company or its securities beneficially
or detrimentally.
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