1. How venture capital works Zider, R. 1998. How venture capital works, Harvard Business Review, November-December, 131-139

2. VCs invest in high potential growth companies that will be game changers in their industries.

3. If you work in an industry that is attracting attention from VCs, be ready for radical change

4. VC system works for Entrepreneurs Institutional investors Investment bankers Venture capitalists

5. Zider, 1998

6. Filling the void Venture capital plays an important role in the stage of the company’s innovation life cycle when it begins to commercialize its innovation > 80% of VC $ goes into building infrastructure needed to grow the business – in expense investments (mfrg capacity, marketing, sales) and the balance sheet (working capital and fixed assets) Zider, 1998

7. Timing is everything > 80% $ invested by VCs goes into adolescent phase of a company’s life cycle During this phase the financials of eventual winners and losers look highly similar Zider, 1998

8. The “adolescence” stage

9. Zider, 1998

10. Several moving parts in execution: Assume 80% probability of success each Zider, 1998 Failure on any single step is NOT an option

11. Logic of the deal Term sheets offer downside and upside protections Downside – Preferred stock gives VCs liquidation preference – Ratchets protect VCs from dilution if more $ needs to be raised at lower valuation – they keep their same % ownership position Upside – can put additional $ into firm at predetermined prices – they can increase the stakes in successful firms below market prices

12. Typical portfolio payout per $1,000 invested Zider, 1998

14. Profile of the ideal entrepreneur Is qualified in a “hot” area of interest Delivers sales or technical advances such as FDA approval with reasonable probability Tells a compelling story and is presentable to outside investors Recognizes the need for speed to an IPO for liquidity Has a good reputation and can provide references that show competence and skill Understands the need for a team with a variety of skills and therefore sees why equity has to be allocated to other people Zider, 1998

15. Profile of the ideal entrepreneur Works diligently toward a goal but maintains flexibility Gets along with the investor group Understands the cost of capital and typical deal structures and is not offended by them Is sought after by many VCs Has realistic expectations about process and outcome Zider, 1998

16. Value of an individual to a VC Is a function of these conditions: – # of people within the high-growth industry who are qualified for the position – The position itself (CEO, CFO, CTO, technician) – Match of person’s skills, reputation, and incentives to the VC firm – Willingness to take risks – Ability to sell oneself Entrepreneurs who satisfy these conditions have strong negotiating position with VCs Zider, 1998

17. Entrepreneurs sought by multiple VCs should ask: Who will serve on board and what is that person’s position in the firm? How many other boards does the VC serve on? Has the VC ever written and funded his or her own business plan successfully? What, if any, is the VC’s direct operating or technical experience in this industry? What is the firm’s reputation with entrepreneurs who have been fired or involved in unsuccessful ventures? Zider, 1998

18. Considerations for entrepreneurs Understand what VCs want and reduce the uncertainty in their decision making Understand how VCs will structure capitalization – you want 20% of a $500M company, not 100% of a $100,000 one Innovate and sell into a new, high- growth market