Management should prepare strong, SHORT, consistent answers
to the logical questions that investors are likely to ask. SHORT answers enable investors to ask
revealing follow up questions. A long
winded entrepreneur loses the opportunity to HEAR useful questions by informed
investors.
Conversations between entrepreneurs and investors are
inherently uneven. The investor has
money. The entrepreneur wants some of
it. So bear in mind that behind every
stated question by an investor is the unstated question, “What’s in it for
me?” Effective answers should be
attentive to the investor’s interests and concerns.
Explicit questions about the investor’s interests
might be worded:
“How long before the company is in the black?”
“What is your competitive advantage?”
“Let me see the financial projections.”
“What will you do with my money?”
Implicit questions about “what’s in it for me” might
be worded in a variety of ways. Some
examples of questions and approaches to answers:
“Tell me about your management team.” This question is not about biographies. What does the investor want to know? Is this team going to be effective in this
endeavor? Is it going to make him rich
or lose his money? Consider answers that
demonstrate why this management team is the best one to preserve the investor’s
money and marshal it to a lucrative end.
Is the management team invested in this deal? Consider the terms of the management’s
compensation from the investor’s perspective.
Will its fortunes rise or fall before or after the investors? Is this deal raising money first for
management salaries?
“Who is your competition?” Never say no one. This answer implies tunnel vision. Rather, identify those companies that the
public might perceive to be competitors, and then briefly explain either niche
differentiation or your ability to deliver faster, cheaper, better, or with an
enviable barrier to entry, or a low cost/high margin solution. If an investor is interested in your industry
but finds your answers weak, s/he might consider investing in your
competition! Besides, “smart money,” –
investors who know your industry well - are testing your knowledge when they
ask this question, and comparing it to their own. Satisfied “smart money” investors do not have
to do as much due diligence, and will often write a check sooner than investors
outside of the industry. Know what they
know, about you, your competition, the market.
“What is the structure of the deal.” The investor wonders what he’ll be left with
if the company’s potential is unfulfilled and the deal fails. How attractive are the terms to the investor? For example, what is the security of the
investment, the use of funds, the seniority of the debt or equity, what are the
interest payment terms? Are there any
tax write off advantages if he loses money?
Is his investment leveraged in any way, by the state, a grant, or other
means. The use of minimum/maximum funds
raised will traverse what path to profitability? Will the investor’s money pay salaries, buy
assets or build inventory? Does the
state of incorporation protect the rights of investors?
Naturally, entrepreneurs are optimistic about their future
success; otherwise they wouldn’t be pursuing it! Entrepreneurs are also ACCOUNTABLE for
optimistic projections. Written and
verbal answers to investors ought to be delivered as though to the investor’s
attorney, CPA, or banker, because sooner or later, they will be. The bigger the deal, the longer the investor
will spend on due diligence. His
research should mirror your research.
Verbs like, “believe, project, hope, anticipate, plan, expect” are to be
expected in forecasting future business conditions. Verbs like “will, promise, guarantee, know”
could be construed, in retrospect by a disgruntled investor, as fraud or
misrepresentation. Also pay attention:
the SEC holds entrepreneurs accountable BOTH for errors of commission (saying
something that is false or misleading) and errors of omission (not mentioning
something material to the investor’s decision making process). Obvious examples of omission include suits
against the company or members of the management team. Less obvious examples might include
“sweetheart” deals with friends and family of the management team for products
and services targeted as a use of investor funds. It is more appropriate to disclose this
before you take a check, rather than afterward.
By the time you are ready to approach investors, your
company should have developed a due diligence file of documents about your own
company that investors are likely to want to see. By developing a logical list of “who, what,
when, where, why, how” questions for these files, and prepping your management
team on the appropriate responses to them, your company will convey an
impression of knowledge, integrity, and full disclosure.
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