Know entrepreneurial terms when you're raising money for a startup venture

2/10/2008
By Joseph Ollivier Printed in the Deseret News

Words are an indispensable tool in the entrepreneur's toolbox. Well used, they add light, color, symmetry and balance to the entire entrepreneurial venture. But if we use the wrong words or don't understand what words really mean, the result can be disastrous.

As H.R. Haldeman, Watergate co-conspirator, is reported to have said: "If we use words, there is a very grave danger they will be misinterpreted."

Nowhere is that more true for the entrepreneur than in the process of raising money for a startup venture. There is a particular language that is used by investors that must be understood before real communication can flow - not to mention before money can flow.

Following are some typical terms that entrepreneurs need to know so that they can speak the same financial language as potential investors:

Archangel: A respected leader in the private investor community, often a high net worth individual who can influence other angel investors.

Dilution: The loss of ownership (as a percentage) that results from selling new company stock to investors.

Down round: An equity investment (usually stock) at a price lower than previous investors paid. Down rounds can cause extreme dilution to existing shareholders.

&mdash Mezzanine financing: A finance package made up of an unsecured loan combined with a grant of warrants &mdash a mixture of debt and equity that may be short term before permanent financing or equity is obtained.

&mdash Participating preferred: A class of investor stock that, in case of any sale or liquidation, requires the company to pay back the initial investment before any other distributions and also entitles the holder to participate in capital gains along with common shareholders.

Preferred stock usually also carries a dividend rate. This dividend may be accrued until the company is sold.

&mdash Private placement memorandum (PPM): A legal document that is given to potential investors that describes the business and its risks. It is also a document that complies with state and federal securities requirements.

&mdash Term sheet: A simple, plain English memo that outlines the parameters of an investment or loan prior to the formal contract. Term sheets are the basis for negotiation between the investors and the business management.

&mdash Valuation: This is the dollar value of 100 percent of the company stock. The terms pre-money valuation and post-money valuation refer to the dollar value of the stock before an investment is made and after the funds have come in.

&mdash Warrants: The right to purchase stock in the future at a predetermined price, which is called the strike price. Warrants are used to reward early investors, consultants, lenders or as an incentive for new investors.

&mdash X-times: Many times the investor will insist that he or she must receive "x-times" their investment back before the founders and other investors are allowed to participate in any harvest. If the x-times number is two, then the investors want two times their money back before anyone else gets a piece of the pie.

There may be other important words for entrepreneurs to know, but these provide a good, solid basis for understanding. If a potential investor uses a word you're unfamiliar with, stop and ask for a definition. It's better to look ignorant than to make a decision based on incomplete, inaccurate or misinterpreted information.

That would indeed be a "very grave danger."

Mr. Joseph Ollivier is associated with the BYU Center for Entrepreneurship. He can be reached via e-mail at cfe@byu.edu.