Deal Terms : The Finer Points of Deal Structures, Valuations, Deal Terms

ISBN-10: 1587622084

ISBN-13: 9781587622083

Edition: N/A

List price: $70.00
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Book details

List price: $70.00
Publisher: Aspatore Books
Publication date: 10/1/2002
Binding: Paperback
Pages: 340
Size: 6.00" wide x 8.75" long x 0.75" tall
Weight: 0.792
Language: English

Forewordp. 11
Acknowledgementsp. 16
Company Valuationp. 17
Confidentialityp. 19
Fair Market Value and the Use of Comparablesp. 21
Case Study: Comparables Analysis in Determining Valuationp. 27
Effects of the Financing Environment and Intangiblesp. 31
Risk and Exit Strategy for Investorsp. 33
Future Capital Needsp. 34
Case Study: Relationship of Dilution, Valuation, and Investor Returnp. 35
Venture Investors Need to Shoot for High Returnsp. 44
Common and Preferred Stock and Effects on Valuationp. 49
The Relationship Between Common and Preferred Stockp. 51
Straight Common or Convertible Preferred Structuresp. 52
Case Study: The Common and Non-convertible Preferred Structurep. 55
Impact on Managementp. 58
Alignment of the Interests of Stakeholdersp. 60
Impact of Common and Non-convertible Preferred on Term Sheet Structurep. 63
Dilutionp. 65
A Sensitive Issue for Foundersp. 66
The Mechanics of Dilutionp. 68
Full-ratchet Provisionsp. 71
Weighted-average Dilutionp. 72
Narrow-based vs. Broad-based Weighted-average Anti-dilutionp. 74
Stock Options and Their Effect on Capital Structurep. 77
Balancing Financing Needs with Competitive Best Practicesp. 78
Dilution and the Protection Investors May Requirep. 81
Director and Advisory Board Member Compensation--The Hidden Costs of Added Valuep. 85
Flat Rounds and Down-Rounds: Term Sheets as Road Mapsp. 91
Multiple Classes of Preferred Stock and Implications in a Flat- or Down-Round Financingp. 92
Resetting the Clockp. 94
Case Study: Company, Inc.--Sample Term Sheetp. 100
Alternatives to Equity Financing: Types of Debt and Bridge Financingp. 109
Strategic Sources of Capital: Alternatives to Traditional Debtp. 111
Debt and the Capital Structure: The Pros and Cons of Using Leveragep. 112
Sources of Leveragep. 115
Term Sheet for Convertible Promissory Notesp. 121
Case Study: Company, Inc.--Summary of Terms for Convertible Promissory Notesp. 122
Due Diligence: How Investors Size-up a Companyp. 127
How to Preparep. 130
Peeling the Onion: Understanding the Businessp. 132
Assessment of Business Mechanicsp. 134
Organizational Structurep. 134
Markets and Market Positioningp. 136
Products, Suppliers, and External Relationshipsp. 140
Strategic Planp. 141
Product Research and Development and Servicesp. 142
Sales and Marketingp. 144
Sales Associate Profiles and Incentivesp. 146
Partnering Program and Distribution Channel Definitionp. 147
Direct and Indirect Selling Strategiesp. 148
Pricing and Discounting Practicesp. 149
Marketing Materials and Programsp. 150
Financial Structurep. 151
Cash Flow Statementsp. 152
Income Statementsp. 153
Balance Sheetsp. 154
Pro-forma Financialsp. 155
Organizational Structure, Management, and Other Issuesp. 156
Physical Plant, Production, and Outsourcingp. 156
Other Significant Issuesp. 156
The Lawyer's View: Ins and Outs of Successful Financingsp. 159
What to look out for in a Term Sheet: Discussion with Private Equity Lawyer James M. Cranep. 161
Logistical Coordination of Venture Firms, Legal Teams, and Company Management: Guidance from Sarah Reed, General Counsel, Charles River Venturesp. 182
Cookbook for a Successful First Financing Transactionp. 184
Cookbook for a Successful Follow-on Financing Transactionp. 187
Raising Capitalp. 197
Discussion with Andrew McKee, Entrepreneur and Private Equity Investorp. 199
Placement Agents--Terms of Engagement: Discussion with Ginny Davis Wilmerdingp. 213
Appendixp. 223
Sample Term Sheetp. 224
Administration and Compensation of Boards and Advisory Boardsp. 239
Documents Likely to be Requested During Due Diligencep. 244
Time Value of Money Tablesp. 247
Indexp. 249
About the Authorp. 255
Table of Contents provided by Syndetics. All Rights Reserved.
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