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Archive for the ‘Venture Capital’ Category

Here is a good article from Financial Times.

In January 2000, as Steve Case unveiled the all-stock $164bn merger between AOL and Time Warner, the AOL chief executive declared it an historic moment that would transform the competitive landscape of the media business and the way people used the internet forever.

A decade later, the “deal of the century” is not only being unwound but is widely castigated as an example of the chief executive hubris that characterised a period when the worldwide value of deals exceeded $3,500bn and bankers briefly gained celebrity status but ended with their reputation in tatters.

Daniel Stillit , mergers and acquisitions analyst at UBSsays: “The decade opened at the high point of a merger wave. It’s ending at the low point”.

The new millennium began just as the US stock market was wrapping up its fifth consecutive year of double-digit gains and the rapid growth of the technology industry had started to ebb.

The urge to merge was driven by globalisation, deregulation, the need to reduce costs and the desire to gain critical mass – not to mention chief executives’ penchant for empire-building. Bigger was not only better, boards felt, but was necessary if companies were to compete and survive on the global stage.”

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Here is some interresting thoughts from MondayNote.

“Limited Partners, LP, institutions or individuals put money into the fund. We, the General Partners, GP, make and manage the investments and we split the profits with the LP as the sole compensation for our services.

Over time, the split has varied with the industry’s prosperity and the fund’s reputation, it went as high as 35% of the profits for the GP but, as this WSJ story belatedly explains, is now back to about 20%. In our vernacular, that number is called the Carried Interest or, for short, Carry.
A second number, the Management Fee, needs a bit more elaboration.
As the Carry did, it varied and went up to 2.5% of the fund’s capital; it is now pegged at a fairly standard 2% per year. The Management Fee provides the money needed to run the firm’s operations, pay the rent, associates’ salaries, travel expenses and the like. It also provides fodder for misunderstandings.

The Management Fee is a loan, not a stipend. For the GP to get its 20% of the fund’s profits, both the capital, the money invested by the LP and the Management Fee must be repaid first.
When funds become very large, say a billion dollars or more, the Management Fee gets correspondingly large and can encourage spending habits, thus generating criticism the GP is more interested in the fee than in making money for its investors.
But, you’ll object, the advance must be repaid before profit-sharing kicks in. Yes…, and what happens if the fund doesn’t make money? Are the LP losing money while the VC enjoys a good time, living off the Management Fee? The answer depends upon the way the fund agreement is written. If it contains a Clawback clause, the GP is obligated to return the “unearned” fee. As you can imagine, this leads to interesting exchanges during the fund’s formation and, much later, if it turns out it loses money.

To summarize: profit sharing (Carry) of 20%, a yearly advance of 2% of committed capital (Management Fee), to be repaid before profit sharing kicks in.

Let’s move to the heart of the matter: making investments. Here, let’s focus on a basic, oversimplified but usable formula:

We like to invest between $3M and $15M to end up with 20% of a company worth $250M when it “exits”.
“Exit” can mean going public through an IPO (Initial Public Offering). IPOs are rare these days, they’ll come back when the economy does. In the meantime, exits are achieved through M&A (Mergers and Acquisitions) deals, that is the company is sold to a larger one such as Cisco, Google and countless others who thus get access to valuable technology and/or people. In may respects, we, the VC, have become an engine of “externalized” R&D, of technical innovation for larger companies. We make and manage speculative investments in riskier technologies on the big companies’ behalf. This is a meaty topic all unto itself, maybe for a future Monday Note.

Going back to the numbers, they need three qualifications. First, they’re only valid for a mid-size fund, in the $200 to $400M range. Larger funds, billion of dollars, can’t make “small” $5M investments, they deal with bigger projects requiring larger amounts of capital such as infrastructure investments, semiconductors or biotech.
Second, the $3M to $15M bracket covers the total amount poured in over the life of the investment, that is 2, 3 or more rounds, over 3, 5 or more years.
(Add to this we never invest alone, for financial reasons, more capitak, and psychological, we don’t want to “fall in love”, a small (2 to 5) group of investors, called a syndicate, provides more viewpoints, more objectivity.)

Lastly, the $3M, $5M, 20%, $250M set of numbers is a neat simplification, reality gets much more complicated, from outright failures, to so-so, middling results, to the occasional “out-of-the-park” success. It’s not called venture capital (capital risque in French) for nothing.
If we invest “only” $3M and get 20% of $250M, that is $50M, this is more than 15 times our investment. If we risk the “full” $15M, we get about 3 times our money. Either way, it looks good, even if you keep in mind a few hard failures.
But you need to introduce time: how many years did the adventure take? 3 times your money over 7 years yields “only” 17% in compound interest, but 44% if the exits happens after 3 years. (Readers interested in geekier Excel simulations of cash-flows can go back to the May 17th, 2009 and May 24th, 2009 Monday Notes.)

The permutations, the possibilities for success and failure are, pardon the bromide, endless; they make our profession so fulfilling as it engages so many dimensions of human endeavor, from technology to psychology, from the fleeting desires of customers to the hard realities of time-expiring cash.”

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Here is a good summary from Shai Goldman on top events in the VC and tech industry of 2009.

“Given that we are just about at year-end, I wanted to provide a recap of some of the most memorable moments that took place in the venture capital and technology ecosystem.  Below is a list of  the 10 most important events:

First VC backed technology IPO –  OpenTable goes public at $20/share on May 21st.

First VC backed acquisition (above $500M) – Pure Digital acquired by Cisco for $590M.

First VC backed cleantech IPO – A123 goes public at $17/share on September 23rd.

Khosla Ventures raises $1.1B – in 2009 most VC funds were shrinking in size, yet Khosla Ventures was able to raise $1.1B, this event was a sign that Limited Partners (L.P.s) we actively seeking investment opportunities in the VC sector – September 1st.

Tesla Motors receives $465M from the D.O.E – First technology company to receive a loan guaranty – June 23rd.

Twitter raises a $100M VC round of financing – at a time when there are questions about the consumer internet sector, this funding provided some positive support that $ can be made in the sector – September 25th.

NASDAQ closes above 2,000 – August 3rd- the previous time NASDAQ was above 2,000 was September 30, 2008.

Dow Jones Industrial Average closes above 10,000 – October 14th – the previous time the Dow was above 10,000 was October 2, 2008.

Apple App Store gets more that 100,000 applications published – November 4th – as you may recall the App Store launched on July 10, 2008 and the creation of the iPhone and App Store has created opportunities for both VCs and Startups to make $$.

Facebook Connect is widely adopted by 60M users and 80K sites – the utilization of Facebook Connect has allowed startup companies a way to reduce the time / effort for their users to sign up for a particular service.”

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Here is an interresting read from BusinessWeek.

For the mergers-and-acquisitions market, there is no doubt 2009 is ending better than it began. The year is winding up with a “sigh of relief,” says Morton Pierce, chairman of the M&A practice at law firm Dewey & LeBoeuf.

In the past month the M&A market has built up some momentum. According to Bloomberg, deals in North America were valued at $115.6 billion in November, the most since September 2008. Compare that with late 2008 and early 2009, when dealmaking either wasn’t happening at all or was centered in areas where deals absolutely needed to happen, such as failing financial institutions that needed buyers at any price. Deal volume in November was five times February’s volume of $22.5 billion.

Investors looking ahead to 2010 are wondering if this uptick in M&A can continue and where it will occur. Acquirers almost always buy at a premium, so traders can profit from correctly betting which industries will attract the most bidding activity.

Small Tech Deals

In 2009, Internet stocks, the investment and financial services industries, software, and oil and gas production were among the most active, according to Bloomberg data. Expect more dealmaking among technology stocks, say M&A experts. Oracle Corp. (ORCL) is battling European regulators to finish its $7.4 billion acquisition of Sun Microsystems (JAVA).

Such acquisitions, and especially much smaller deals, are a way of life for tech firms, says Daniel Mitz, a partner at law firm Jones Day who specializes in tech deals. “A lot of the innovation comes from smaller companies,” Mitz says. Dealmaking in tech slowed but didn’t stop during the downturn. There could be significant pent-up demand, Mitz says. “This is an industry that is ripe for M&A.”

One driver of a rebound for M&A in tech will be the strong financial positions of many tech firms, says Nadia Damouni, editor of dealReporter Americas, which tracks the M&A market. Another “cash rich” sector is health care, she says, but here the prospects for an M&A rebound are harder to read. The reason: Uncertainty surrounding the federal overhaul of the U.S.health-care system proposed by President Barack Obama and under discussion in Congress. “They’re at the whim of health-care reform,” Damouni says of the many insurers and health-care services companies that could be M&A targets at some point.

In health care, the key ingredient for dealmaking is “stability,” says Bob Filek, a partner at PricewaterhouseCoopers Transaction Services. If health-care reform passes—or even if it doesn’t—acquirers will want some certainty about what federal policy will mean for health care before making bids. Filek envisions “a couple of scenarios where [the result could be] a lot of M&A activity.”

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Here are some interesting stats on IPO´s from Forbes.

“More technology companies went public this year despite a world economy still trying to find its footing, and that is a good sign the pace of tech initial public offerings might accelerate in 2010.

Ten tech companies have gone public so far this year, raising $3.8 billion. In 2008, there were three offerings that raised $749.2 million, according to Thomson Reuters data.

Tech deals account for the biggest number of IPOs so far this year and are second only to finance deals in value.

‘We’ve been expecting an uptick in technology because it has really been underrepresented in the market over the last few years,’ said Paul Bard, a research analyst at Connecticut-based Renaissance Capital.

There could be 40 to 50 tech IPOs next year, raising $4 or $5 billion, Bard said.

Tech IPOs did well in 2007, but nearly shut down when financial markets collapsed last year. Getting more small, high-growth tech companies into the IPO mix would be a major engine for jobs and a boon for investors, analysts said.

‘If they’re done right, tech IPOs historically have had the greatest increase in revenues and profits of all IPOs,’ said Scott Sweet, senior managing partner at IPO Boutique.

Three technology companies filed for IPOs this week.

Netherlands-based Sensata Technologies Holding B.V. on Wednesday filed an offering worth up to $500 million. The firm, whose customers include BMW, Huawei Technologies Co Ltd and Samsung, makes sensors and other industrial technology.

Chipmaker Telegent Systems Inc filed for a deal worth as much as $250 million, and software maker RedPrairie Holding Inc said it would try to raise $172.5 million in its IPO.

‘There is an enormous amount of capital on the sidelines right now, in mutual funds and hedge funds, looking to make high-return investments as they would find in technology IPOs,’ said America’s Growth Capital Chief Executive Ben Howe.

Howe warned that investors have become more cautious and companies without strong balance sheets could meet a lukewarm response. A good idea used to be enough for a tech company to go public, he said, but the financial crisis has changed that.

Sensata, which filed for the largest IPO this week, posted revenues of $796.9 million in the nine months ended Sept. 30, down 31 percent from $1.2 billion a year ago. In the same period it narrowed its net loss to $41.6 million from $82.3 million.”

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