Raising Capital - The effect of Capital Structure

Once the company begins to raise equity capital from outside investors, the founders begin to suffer dilution. This is the loss of a proportional percentage of the company's shares when shares are purchased by outside investors.

If founders own 100% of the company before outside investment and 80% after, they are deemed to have suffered a 20% dilution in their interest in the company.

The word suffered is interesting because dilution isn't necessarily negative. Founders may have a smaller piece of the pie but should be concentrating on the overall value of the pie and its potential to increase in value now that the company has raised capital to accelerate the growth of the business.

  • Products now have a better chance to getting to market in time and potentially eclipsing competitive offerings.
  • Talent needed for the business can be hired and key individuals to help growth or product development can be brought onboard.
  • Money is now available for marketing, brand building and lead generation - fundamental for growth.
  • In addition, the bringing in of outside investors, if thought through, can bring new talent onto the board - people with particular skills such as industry experience, contacts and credibility that may reassure potential customers.

Notwithstanding the value that outside investors can bring, the primary question in the mind of most entrepreneurs is the valuation they can obtain from investors. There will be a pre money valuation (before the investment comes in) and a post money valuation i.e. the pre money valuation plus the amount of capital invested in the company. There isn't a scientific formula that will be recognised by all parties to come to an agreed valuation. It will be down to negotiation and like all negotiations; entrepreneurs need to have the research done. By all means do the revenue models and prepare the spreadsheets, but also have examples of other investments that can act as a benchmark. However fundamentally it will come down to both parties wanting to do business together in the belief that there will be future shareholder vale from the partnership. Founders should never loose sight of the value of closing the funding round. Too much focus on pre-money valuations and possible dilution can alienate investors and lead to a failure to obtain the capital.

Series A or the first round of financing can be the most expensive ever raised by the business. As a result, it is wise to take no more money than is necessary. However entrepreneurs tend to underestimate how much money they will need and when they will need it. Experience has tended to how that development, marketing and sales seldom go as fast as expected - and experienced VCs are aware of this - so taking more investment and coping with a larger dilution is a reasonable precaution.

Type of securities issued to investors
"Founders receive shares of common stock when a company is formed. Investors usually receive preferred shares in exchange for the capital they put into the company. Preference shares bestow rights and privileges that the common stock holders are not entitled to. Key rights of preferred stockholders may be: to get the invested money back before founders begin to share in the proceeds of an exit; the right to block certain moves by management, the right to share in any sale of the company's stock and the right to force an exit such as IPO if the investors feel the timing is right."

What are happens if things don't go as planned?
Sales dont according to budget because the sales cycle is taking longer than anticipitated. Problems with product engineering are eating cash as more and more developers are used to deal with unforeseen issues. The ‘banker' deal didn't go through because of an unexpected downturn in the prospects business: Some of the harsh realities of business life that entrepreneurs have to deal with.

Problems such as these also affect the risk taken on by investors, so the price of obtaining their money will also be affected. And if a business is looking for money against a scenario that is not on plan, it means that founders are facing a down round.

A down round means that the company sells stock to investors at a lower price per share than those shares sold at an earlier round of financing. A ratchet to protect investors usually comes into play under these circumstances. This could mean that the sale of shares at a lower price than previous rounds will revalue all previous share sold to the lower price.


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