Financing for the Next Level J. LUKE WESTERMAN C E O - S O L O M O N G L O B A L H O L D I N G S
Table of Contents How to get your business growth capital Overview of capital sources Debt Traditional Financing Mezzanine Financing - Debt Factoring Private Equity Venture Capital Mezzanine Financing Debt and Equity Combination Mergers and Acquisitions Synergistic Growth Developing a Strategy to attract capital
J. Luke Westerman CEO of Solomon Global Holdings J. Luke Westerman is the Chairman and CEO of Solomon Global Holdings where he oversees all facets of SGH business and is responsible for initiating investment opportunities, structuring acquisitions, coordinating due diligence, negotiating transaction terms, working with subsidiary company management teams, and managing the disposition of SGH subsidiary companies. Mr. Westerman's Wall Street experience includes tenure as Vice President of Investments for JPMorgan where he was responsible for due diligence, investment selection and the overall management of a portfolio in excess of $150 million. Mr. Westerman currently serves on the Board of Directors for a number of privately held companies across various industries as well as non-profit organizations. He currently serves as Director for the Westerman Family Foundation.
Overview Who is Solomon Global Holdings Where did we get our start? What s the relevancy? Two types of capital equity and debt Which is right for your business? Mergers and Acquisitions Q and A
Capital Stack Senior Lending traditional lenders Typically the lowest rates but the hardest to qualify for Mezzanine Financing Private Equity Higher rates than traditional debt and high closing fees Preferred Equity Private Equity Often carry higher dividends (similar to paying a loan s interest) and are the first equity out in an exit Common Stock Venture Capital Often the bulk of a companies capital stack basic shares
Traditional Debt Senior Lending Standard Business Loan Borrowed capital for a specified term at a specified interest rate Typically requires immediately monthly interest payments What lenders need to see: Existing Capital Structure - Prior Equity Investment Minimum Revenue and Earnings Requirements Collateral i.e. Assets, AR Credit Worthiness Personal Guarantee
Downside of Traditional Debt The current availability of credit (or lack thereof) The stringent lending criteria No strategic advantages Will a traditional lender provide intellectual capital to your business? Will a traditional lender help grow your business? Will a traditional lender help your business achieve its exit strategy? Besides capital, what does your business need? Loan payments start immediately
Non-Traditional Debt - Factoring Factoring is a financial transaction where-by a business sells it s accounts receivable (i.e. invoices) to a third party (called a factor) at a discount Typically 60-90 day terms with double digit rates
QUESTIONS?
Private Equity Private equity is a source of investment capital from high net worth individuals and institutions for the purpose of investing and acquiring equity ownership in privately held companies The goal of PE is to provide working capital to a target company to nurture expansion, new product development, or to restructure the companies' operations, management, or ownership Source: http://www.investopedia.com/articles/financial-careers/09/private-equity.asp#ixzz1jegx2pnl
Venture Capital Venture capital is a type of equity financing that addresses the funding needs of entrepreneurial companies that for reasons of size, assets, and stage of development cannot seek capital from more traditional sources, such as banks. Venture capital investments are generally made as cash in exchange for shares and an active role in the invested company Often times VC s will want controlling interest in your company in exchange for capital Source: http://www.sba.gov/content/venture-capital-startups-high-growth-technology-companies
Venture Capital Venture capital differs from traditional financing sources in that venture capital typically: Focuses on young, high-growth companies (i.e. apple in the 80 s, facebook, groupon, google in the last decade) Invests equity capital, rather than debt (VC s are looking for upside) Takes higher risks in exchange for potential higher returns Utilizing a highly detailed process of quantifying risk/reward Has a longer investment horizon than traditional financing Typically no monthly payments like traditional bank financing thus allowing for capital reinvestment back into the growing company Actively monitors portfolio companies via board participation, strategic marketing, governance, and capital structure Source: http://www.sba.gov/content/venture-capital-startups-high-growth-technology-companies
Mezzanine Financing A subordinated debt or preferred equity instrument that represents a claim on a companies' assets which is senior to that of the common shares. Mezzanine capital is often a more expensive financing source for a company than secured debt or senior debt Often used by smaller companies and may involve greater overall leverage levels than issuers in the high yield market Heavy fees at closing
QUESTIONS?
Mergers and Acquisitions Refers to the aspect of corporate strategy, corporate finance and management dealing with the buying, selling, dividing and combining of different companies and similar entities that can help an enterprise grow rapidly
What is the difference? Acquisition The purchase of one business or company by another company or entity. These can be either friendly or hostile (depending on selling entity) Merger The legal union of two or more corporations into a single entity (more of a synergistic team strategy)
QUESTIONS?
Determine Strategy C H E A P E S T M O N E Y? Equity or Debt? M O S T S T R A T E G I C M O N E Y? Will my capital partner help grow my business? Will my capital partner help find me a buyer when I am ready to sell my business? Will I need more capital in the future? Will my current capital provider fund my next round of capital? Why or why not? H O W D O I D I F F E R E N T I A T E M Y S E L F I N O B T A I N I N G C A P I T A L? Know what to expect Be prepared to close
What to expect S t r a t e g i c B u s i n e s s P l a n Detailed use of funds Business goals post-capital (what will this capital do for your business?) Existing personnel responsible for goal achievment Discuss role of capital provider post-investment Exit strategy viability C o m p r e h e n s i v e f i n a n c i a l s i n c l u d i n g p r o f o r m a Discuss budget needs now and in future Discuss current revenues, assets, liabilities, cash flows D u e d i l i g e n c e - b a c k g r o u n d a n d r e f e r e n c e c h e c k s c r e d i t c h e c k s M y e r s B r i g g s p r o f i l e e x a m i n a t i o n
Recap U N D E R S T A N D Y O U R O P T I O N S Debt or Equity D E T E R M I N E Y O U R S T R A T E G Y Target a Bank or PE/VC firm? Who will be the best strategic partner? D I F F E R E N T I A T E Y O U R S E L F F R O M Y O U R C O M P E T I T I O N Strong business plan Experienced management team Disruptive technology B E P R E P A R E D T O C L O S E Convince the capital provider on why you