The
Venture Capital IndustryAn
Overview
Venture
capital is money provided by professionals who invest alongside
management in young, rapidly growing companies that have
the potential to develop into significant economic contributors.
Venture capital is an important source of equity for start-up
companies.
Professionally
managed venture capital firms generally are private partnerships
or closely-held corporations funded by private and public
pension funds, endowment funds, foundations, corporations,
wealthy individuals, foreign investors, and the venture
capitalists themselves.
Venture
capitalists generally:
- Finance
new and rapidly growing companies;
- Purchase
equity securities;
- Assist
in the development of new products or services;
- Add
value to the company through active participation;
- Take
higher risks with the expectation of higher rewards;
- Have
a long-term orientation
When
considering an investment, venture capitalists carefully
screen the technical and business merits of the proposed
company. Venture capitalists only invest in a small percentage
of the businesses they review and have a long-term perspective.
Going forward, they actively work with the company's management
by contributing their experience and business savvy gained
from helping other companies with similar growth challenges.
Venture
capitalists mitigate the risk of venture investing by developing
a portfolio of young companies in a single venture fund.
Many times they will co-invest with other professional venture
capital firms. In addition, many venture partnership will
manage multiple funds simultaneously. For decades, venture
capitalists have nurtured the growth of America's high technology
and entrepreneurial communities resulting in significant
job creation, economic growth and international competitiveness.
Companies such as Digital Equipment Corporation, Apple,
Federal Express, Compaq, Sun Microsystems, Intel, Microsoft
and Genentech are famous examples of companies that received
venture capital early in their development.
Venture
capital investing has grown from a small investment pool
in the 1960s and early 1970s to a mainstream asset class
that is a viable and significant part of the institutional
and corporate investment portfolio. Recently, some investors
have been referring to venture investing and buyout investing
as "private equity investing." This term can be
confusing because some in the investment industry use the
term "private equity" to refer only to buyout
fund investing. In any case, an institutional investor will
allocate 2% to 3% of their institutional portfolio for investment
in alternative assets such as private equity or venture
capital as part of their overall asset allocation. Currently,
over 50% of investments in venture capital/private equity
comes from institutional public and private pension funds,
with the balance coming from endowments, foundations, insurance
companies, banks, individuals and other entities who seek
to diversify their portfolio with this investment class.
What
is a Venture Capitalist?
The
typical person-on-the-street depiction of a venture capitalist
is that of a wealthy financier who wants to fund start-up
companies. The perception is that a person who develops
a brand new change-the-world invention needs capital; thus,
if they cant get capital from a bank or from their
own pockets, they enlist the help of a venture capitalist.
In
truth, venture capital and private equity firms are pools
of capital, typically organized as a limited partnership,
that invests in companies that represent the opportunity
for a high rate of return within five to seven years. The
venture capitalist may look at several hundred investment
opportunities before investing in only a few selected companies
with favorable investment opportunities. Far from being
simply passive financiers, venture capitalists foster growth
in companies through their involvement in the management,
strategic marketing and planning of their investee companies.
They are entrepreneurs first and financiers second.
Even
individuals may be venture capitalists. In the early days
of venture capital investment, in the 1950s and 1960s, individual
investors were the archetypal venture investor. While this
type of individual investment did not totally disappear,
the modern venture firm emerged as the dominant venture
investment vehicle. However, in the last few years, individuals
have again become a potent and increasingly larger part
of the early stage start-up venture life cycle. These "angel
investors" will mentor a company and provide needed
capital and expertise to help develop companies. Angel investors
may either be wealthy people with management expertise or
retired business men and women who seek the opportunity
for first-hand business development.
Venture
capitalists may be generalist or specialist investors depending
on their investment strategy. Venture capitalists can be
generalists, investing in various industry sectors, or various
geographic locations, or various stages of a companys
life. Alternatively, they may be specialists in one or two
industry sectors, or may seek to invest in only a localized
geographic area.
Not
all venture capitalists invest in "start-ups."
While venture firms will invest in companies that are in
their initial start-up modes, venture capitalists will also
invest in companies at various stages of the business life
cycle. A venture capitalist may invest before there is a
real product or company organized (so called "seed
investing"), or may provide capital to start up
a company in its first or second stages of development known
as "early stage investing." Also, the venture
capitalist may provide needed financing to help a company
grow beyond a critical mass to become more successful ("expansion
stage financing").
The
venture capitalist may invest in a company throughout the
companys life cycle and therefore some funds focus
on later stage investing by providing financing to
help the company grow to a critical mass to attract public
financing through a stock offering. Alternatively, the venture
capitalist may help the company attract a merger or acquisition
with another company by providing liquidity and exit for
the companys founders.
At
the other end of the spectrum, some venture funds specialize
in the acquisition, turnaround or recapitalization of
public and private companies that represent favorable investment
opportunities.
There
are venture funds that will be broadly diversified and will
invest in companies in various industry sectors as diverse
as semiconductors, software, retailing and restaurants and
others that may be specialists in only one technology.
While
high technology investment makes up most of the venture
investing in the U.S., and the venture industry gets a lot
of attention for its high technology investments, venture
capitalists also invest in companies such as construction,
industrial products, business services, etc. There are several
firms that have specialized in retail company investment
and others that have a focus in investing only in "socially
responsible" start-up endeavors.
Venture
firms come in various sizes from small seed specialist firms
of only a few million dollars under management to firms
with over a billion dollars in invested capital around the
world. The common denominator in all of these types of venture
investing is that the venture capitalist is not a passive
investor, but has an active and vested interest in guiding,
leading and growing the companies they have invested in.
They seek to add value through their experience in investing
in tens and hundreds of companies.
Some
venture firms are successful by creating synergies between
the various companies they have invested in; for example
one company that has a great software product, but does
not have adequate distribution technology may be paired
with another company or its management in the venture portfolio
that has better distribution technology.
Venture
capitalists will help companies grow, but they eventually
seek to exit the investment in three to seven years. An
early stage investment make take seven to ten years to mature,
while a later stage investment many only take a few years,
so the appetite for the investment life cycle must be congruent
with the limited partnerships appetite for liquidity.
The venture investment is neither a short term nor a liquid
investment, but an investment that must be made with careful
diligence and expertise.
There
are several types of venture capital firms, but most mainstream
firms invest their capital through funds organized as limited
partnerships in which the venture capital firm serves as
the general partner. The most common type of venture firm
is an independent venture firm that has no affiliations
with any other financial institution. These are called "private
independent firms". Venture firms may also be affiliates
or subsidiaries of a commercial bank, investment bank or
insurance company and make investments on behalf of outside
investors or the parent firms clients. Still other
firms may be subsidiaries of non-financial, industrial corporations
making investments on behalf of the parent itself. These
latter firms are typically called "direct investors"
or "corporate venture investors."
Other
organizations may include government affiliated investment
programs that help start up companies either through state,
local or federal programs. One common vehicle is the Small
Business Investment Company or SBIC program administered
by the Small Business Administration, in which a venture
capital firm may augment its own funds with federal funds
and leverage its investment in qualified investee companies.
While
the predominant form of organization is the limited partnership,
in recent years the tax code has allowed the formation of
either Limited Liability Partnerships, ("LLPs"),
or Limited Liability Companies ("LLCs"), as alternative
forms of organization. However, the limited partnership
is still the predominant organizational form. The advantages
and disadvantages of each has to do with liability, taxation
issues and management responsibility.
The
venture capital firm will organize its partnership as a
pooled fund; that is, a fund made up of the general partner
and the investors or limited partners. These funds are typically
organized as fixed life partnerships, usually having a life
of ten years. Each fund is capitalized by commitments of
capital from the limited partners. Once the partnership
has reached its target size, the partnership is closed to
further investment from new investors or even existing investors
so the fund has a fixed capital pool from which to make
its investments.
Like
a mutual fund company, a venture capital firm may have more
than one fund in existence. A venture firm may raise another
fund a few years after closing the first fund in order to
continue to invest in companies and to provide more opportunities
for existing and new investors. It is not uncommon to see
a successful firm raise six or seven funds consecutively
over the span of ten to fifteen years. Each fund is managed
separately and has its own investors or limited partners
and its own general partner. These funds investment
strategy may be similar to other funds in the firm. However,
the firm may have one fund with a specific focus and another
with a different focus and yet another with a broadly diversified
portfolio. This depends on the strategy and focus of the
venture firm itself.
One
form of investing that was popular in the 1980s and is again
very popular is corporate venturing. This is usually called
"direct investing" in portfolio companies by venture
capital programs or subsidiaries of nonfinancial corporations.
These investment vehicles seek to find qualified investment
opportunities that are congruent with the parent companys
strategic technology or that provide synergy or cost savings.
These
corporate venturing programs may be loosely organized programs
affiliated with existing business development programs or
may be self-contained entities with a strategic charter
and mission to make investments congruent with the parents
strategic mission. There are some venture firms that specialize
in advising, consulting and managing a corporations
venturing program.
The
typical distinction between corporate venturing and other
types of venture investment vehicles is that corporate venturing
is usually performed with corporate strategic objectives
in mind while other venture investment vehicles typically
have investment return or financial objectives as their
primary goal. This may be a generalization as corporate
venture programs are not immune to financial considerations,
but the distinction can be made.
The
other distinction of corporate venture programs is that
they usually invest their parents capital while other
venture investment vehicles invest outside investors
capital.
Commitments
and Fund Raising
The
process that venture firms go through in seeking investment
commitments from investors is typically called "fund
raising." This should not be confused with the actual
investment in investee or "portfolio" companies
by the venture capital firms, which is also sometimes called
"fund raising" in some circles. The commitments
of capital are raised from the investors during the formation
of the fund. A venture firm will set out prospecting for
investors with a target fund size. It will distribute a
prospectus to potential investors and may take from several
weeks to several months to raise the requisite capital.
The fund will seek commitments of capital from institutional
investors, endowments, foundations and individuals who seek
to invest part of their portfolio in opportunities with
a higher risk factor and commensurate opportunity for higher
returns.
Because
of the risk, length of investment and illiquidity involved
in venture investing, and because the minimum commitment
requirements are so high, venture capital fund investing
is generally out of reach for the average individual. The
venture fund will have from a few to almost 100 limited
partners depending on the target size of the fund. Once
the firm has raised enough commitments, it will start making
investments in portfolio companies.
Making
investments in portfolio companies requires the venture
firm to start "calling" its limited partners commitments.
The firm will collect or "call" the needed investment
capital from the limited partner in a series of tranches
commonly known as "capital calls". These capital
calls from the limited partners to the venture fund are
sometimes called "takedowns" or "paid-in
capital." Some years ago, the venture firm would "call"
this capital down in three equal installments over a three
year period. More recently, venture firms have synchronized
their funding cycles and call their capital on an as-needed
basis for investment.
Limited
partners make these investments in venture funds knowing
that the investment will be long-term. It may take several
years before the first investments starts to return proceeds;
in many cases the invested capital may be tied up in an
investment for seven to ten years. Limited partners understand
that this illiquidity must be factored into their investment
decision.
Since
venture firms are private firms, there is typically no way
to exit before the partnership totally matures or expires.
In recent years, a new form of venture firm has evolved:
so-called "secondary" partnerships that specialize
in purchasing the portfolios of investee company investments
of an existing venture firm. This type of partnership provides
some liquidity for the original investors. These secondary
partnerships, expecting a large return, invest in what they
consider to be undervalued companies.
Advisors
and Fund of Funds
Evaluating
which funds to invest in is akin to choosing a good stock
manager or mutual fund, except the decision to invest is
a long-term commitment. This investment decision takes considerable
investment knowledge and time on the part of the limited
partner investor. The larger institutions have investments
in excess of 100 different venture capital and buyout funds
and continually invest in new funds as they are formed.
Some
limited partner investors may have neither the resources
nor the expertise to manage and invest in many funds and
thus, may seek to delegate this decision to an investment
advisor or so-called "gatekeeper". This advisor
will pool the assets of its various clients and invest these
proceeds as a limited partner into a venture or buyout fund
currently raising capital. Alternatively, an investor may
invest in a "fund of funds," which is a partnership
organized to invest in other partnerships, thus providing
the limited partner investor with added diversification
and the ability to invest smaller amounts into a variety
of funds.
The
investment by venture funds into investee portfolio companies
is called "disbursements". A company will receive
capital in one or more rounds of financing. A venture firm
may make these disbursements by itself or in many cases
will co-invest in a company with other venture firms ("co-investment"
or "syndication"). This syndication provides more
capital resources for the investee company. Firms co-invest
because the company investment is congruent with the investment
strategies of various venture firms and each firm will bring
some competitive advantage to the investment.
The
venture firm will provide capital and management expertise
and will usually also take a seat on the board of the company
to ensure that the investment has the best chance of being
successful. A portfolio company may receive one round, or
in many cases, several rounds of venture financing in its
life as needed. A venture firm may not invest all of its
committed capital, but will reserve some capital for later
investment in some of its successful companies with additional
capital needs.
Depending
on the investment focus and strategy of the venture firm,
it will seek to exit the investment in the portfolio company
within three to five years of the initial investment. While
the initial public offering may be the most glamourous and
heralded type of exit for the venture capitalist and owners
of the company, most successful exits of venture investments
occur through a merger or acquisition of the company by
either the original founders or another company. Again,
the expertise of the venture firm in successfully exiting
its investment will dictate the success of the exit for
themselves and the owner of the company.
The
initial public offering is the most glamourous and visible
type of exit for a venture investment. In recent years technology
IPOs have been in the limelight during the IPO boom of the
last six years. At public offering, the venture firm is
considered an insider and will receive stock in the company,
but the firm is regulated and restricted in how that stock
can be sold or liquidated for several years. Once this stock
is freely tradable, usually after about two years, the venture
fund will distribute this stock or cash to its limited partner
investor who may then manage the public stock as a regular
stock holding or may liquidate it upon receipt. Over the
last twenty-five years, almost 3000 companies financed by
venture funds have gone public.
Mergers
and acquisitions represent the most common type of successful
exit for venture investments. In the case of a merger or
acquisition, the venture firm will receive stock or cash
from the acquiring company and the venture investor will
distribute the proceeds from the sale to its limited partners.
Like
a mutual fund, each venture fund has a net asset value,
or the value of an investors holdings in that fund
at any given time. However, unlike a mutual fund, this value
is not determined through a public market transaction, but
through a valuation of the underlying portfolio. Remember,
the investment is illiquid and at any point, the partnership
may have both private companies and the stock of public
companies in its portfolio. These public stocks are usually
subject to restrictions for a holding period and are thus
subject to a liquidity discount in the portfolio valuation.
Each
company is valued at an agreed-upon value between the venture
firms when invested in by the venture fund or funds. In
subsequent quarters, the venture investor will usually keep
this valuation intact until a material event occurs to change
the value. Venture investors try to conservatively value
their investments using guidelines or standard industry
practices and by terms outlined in the prospectus of the
fund. The venture investor is usually conservative in the
valuation of companies, but it is common to find that early
stage funds may have an even more conservative valuation
of their companies due to the long lives of their investments
when compared to other funds with shorter investment cycles.
As
an investment manager, the general partner will typically
charge a management fee to cover the costs of managing the
committed capital. The management fee will usually be paid
quarterly for the life of the fund or it may be tapered
or curtailed in the later stages of a funds life.
This is most often negotiated with investors upon formation
of the fund in the terms and conditions of the investment.
"Carried
interest" is the term used to denote the profit split
of proceeds to the general partner. This is the general
partners fee for carrying the management responsibility
plus all the liability and for providing the needed expertise
to successfully manage the investment. There are as many
variations of this profit split both in the size and how
it is calculated and accrued as there are firms.