Agenda

Morning Session

This session will provide an overview of the venture capital marketplace, a typical investment process and the investment structures involved; it will also provide an overview of company valuation. Topics will include:

Basic Investment Structures

• Equity instruments
• Debt instruments: Prefs/Convertibles
• Hybrid instruments: warrants, options
• Tax mitigation schemes e.g. EIS

Due Diligence and Business Documentation

• Issues relating to the business plan 
• Business due diligence
• Legal & financial due diligence
• The Term Sheet/LOI
• Directors' duties/conflicts of interest 
• Management warranties/disclosures

Approaches to Valuation

• IRR based valuations
• DCF Valuation
• NAV Based Valuation
• Asset and Option Based Valuations
• "Pre-money" valuation and its relationship to other methods
• Peer Group Analysis
• Exit valuation and criteria
• Managing the costs

CASE STUDY 1

Delegates will value a company using different valuation techniques.

Lunch Break

Afternoon Session

This session will examine typical documents/issues within a venture capital transaction including:

• Investment/Shareholders Agreement 
• Articles of Association, share rights, drag and tag rights, reversion rights, liquidation preferences and anti-dilution provisions
• Debentures

CASE STUDY 2

Delegates will form negotiating teams and divide into VC investors and sellers.

The teams will value the potential investee company, negotiate a deal, and agree a Term Sheet outlining the basic structure of the deal.

Post Investment Monitoring and Value Enhancement

• Investor director - issues arising on appointment 
• Goal Setting
• Reporting
• Value Enhancement
• Exit routes, and, 
• Why do deals fail?

 

 

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