VC Industry Explained
Overview
of the Financial Industry
The
Buy-Side of the Financial Industry
Stages
of Venture Capital Investment
Understanding
Venture Capital
The Venture
Capital Industry is best understood as one segment within the much larger
financial industry.
Overview of the Financial Industry
The financial industry, as shown
below, can be divided into two segments.
Both the Buy and Sell sides of the
financial industry spend a great deal of time and money building the prestige of
their organizations because prestige breeds confidence, and confidence, after
all, is money. As the term is used here, "sell-side" refers to those
financial firms that are characterized by having services to sell. Included in
the sell-side are investment banks, brokerages, and commercial banks.
For instance, when a large company
wants to sell some stock on the public stock exchanges, an investment bank will
handle the legal, tax, and accounting affairs of the transaction. For providing
these services, the investment bank receives a fee (between 2% and 10% of the
money raised by selling stock). An investment banking firm's primary motivation
is to sell these services, and we are therefore characterizing them as sell-siders.
Venture Capital firms are not
on the sell-side.
Venture capital firms are on the
"buy-side" because they are characterized by having a pool (or fund)
of money to spend on buying assets of operating companies. The buy-side breaks
out as shown in the diagram below.
Generally speaking, buy-side firms
make money when they can sell their equity to another private investor, a
corporation or to the public markets for more money than they paid. Descriptions
of each segment of the Buy-side are included below. They are intended only to be
very general in nature, so for those of you who like to create new, meaningless
terms and sub-divide endlessly . . . chill.
- Angels
- Wealthy individuals with
operating experience who typically invest between $50,000 and $1.5 million
in exchange for equity in a young company. They often sit on the board of
directors contributing their experience and advice in guiding a company
through the difficult initial stages of growth.
- Venture Capital Firms
- Limited partnerships or
corporations that typically invest between $250,000 and $20 million in seed
to later stage private companies in exchange for equity. They sit on the
board of directors and bring their business experience, industry expertise,
financial expertise and contacts to bear on behalf of the company.
- High-net-worth Private
Placements
- An event where sell-side
companies organize a group of very wealthy individuals, corporations, asset
management firms, and/or pension funds to make a direct investment into a
private company. The amount raised from these sources is typically between
$5 million and $50 million. In essense, the sell-side company is enabling
the investors to bypass the middle-man (venture capital and equity
investment firms). The downside is that 1) the company into which the money
is invested doesn't benefit from the expertise of the venture capital firm,
and 2) the sell-side company takes a substantial fee for its services.
- Asset Management Firms
- Highly diverse group of limited
partnerships or corporations managing between $5 million and $20 billion and
focusing on diversified investment strategies with public instruments
(stocks, bonds, commodities, currencies, etc.).
- Leverage Buyout Firms
- Limited partnership or
corporation that buys control of private or public firms using their own
capital combined with debt (leverage) financing from third-party banks. New
management is typically put in place and the company is often taken in a
different direction. The size of these transactions can range from $1
million to many billions of dollars.
- Hedge Funds
- Limited partnership or
corporation that buys and sells public market instruments (stocks, bonds,
commodities, currencies, etc.), taking bets on market fluctuations. The size
of these funds ranges from a few million to several billion dollars.
- Traders
- Divisions within sell-side
companies (merchant banks, commercial banks and investment banks) that
control and invest huge sums of money into public markets (stocks, bonds,
commodities, currencies, etc.), taking bets on market fluctuations.
Venture capital firms invest in
over five different stages of a company's growth as shown below. Note that some
of these terms are unclear or overlap.
- Seed
- Investment of between $1,000 and
$500,000 made when a company is just a few people and an/or an idea.
- Start-Up
- Investment of between $50,000
and $1 million in private companies that are completing product development
and beginning initial marketing.
- First Stage (or Early Stage)
- An investment of between
$500,000 and $15 million made when a company has completed its product but
has no, or little, revenues.
- Second Stage (or Later Stage)
- An investment of between $2
million and $15 million when a firm has product and revenues and has often
already taken other institutional money.
- Third Stage (Mezzanine)
- An investment of between $2
million and $20 million into a profitable company for a major expansion
generally leading to an IPO in 3 to 18 months.
- Bridge
- An investment of between $2
million and $20 million made only 3 - 12 months before the company
"goes public," which means it issues equity shares for purchase by
the public. Another common way to say "going public" is "IPO,"
or Initial Public Offering. The company is typically profitable at this
stage. The reason a company would want a round of financing so close to the
time it goes out and raises lots of money from the public is 1) to improve
its balance sheet, 2) to get a prestigious investor on its board which will
help it increase its value in the public markets, and 3) to hedge its bets in
case it can't go public so soon.
If having funds to invest
characterizes buy-side firms, where do they get the money? Most of the money
comes from pension funds and from the endowments of non-profit institutions
(e.g. universtities, museums) but can also come from wealthy families and
individual corporations.
Pension fund money must be invested
to help its value grow over time. To maximize return and minimize risk, the
pension money is invested in many places -- stocks, bonds, currencies, real
estate, and "alternative investments." Typically, 3% - 5% of the total
funds are invested into what pension fund managers call "alternative
investments," and what we are calling the "buy-side" firms.
Pension fund managers expect higher rates of return (15%-30%) from the buy-side
firms and understand there is comensurately higher risk associated with such
investments.
The aim of the buy-side firms is
thus to provide those high rates of return to their investors. Only by producing
high rates of return can buy-side firms continue to raise money and thereby stay
in business. "He with the gold makes the rules" and the buy-side firms
are therefore beholden to the pension funds. Likewise, the buy-side firm tends
to have the upper hand with companies into which it invests.
We are overstating these power
relationships to better illustrate them. On occasion, the power structure is, in
fact, inverted. When a buy-side company is very hot (i.e. consistently producing
very high rates of return) pension funds will compete to invest. And when an
operating company is very hot (i.e. growing fast) buy-side firms often compete
to invest. Nevertheless, the power relationships most often exist as shown
below.
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