The way these components are defined will affect the new venture for a long time, not only in constructing its growth strategy but also in formulating an exit strategy for the investors. VCs often want both equity and debt—equity because it gives them an ownership interest in the business, and debt because they will be repaid more quickly. Consequently, they tend to want redeemable preferred stock or debentures so that if the company does well, they can convert to common stock, usually at a 1:1 ratio at the investor's option. Alternatively, if the company does poorly or fails, they will be the first to be repaid their investment. In another sce¬nario, the VCs may want a combination of debentures (debt) and warrants, which enables them to purchase common stock at a nominal rate later on. If this strategy is implemented correctly, they may be able to get their entire investment back when the debt portion is repaid and still enjoy the appreciation in the value of the business as stockholders.
There are several other provisions that venture capitalists often request to protect their investment. One is an antidilution provision, which ensures that the selling of stock at a later date will not decrease the economic value of the venture capitalist's investment. In other words, the price of stock sold at a later date must be equal to or greater than the price at which the venture capitalist could buy the common stock on a conversion from a warrant or debenture. In addition, ro guard against having paid too much for an interest in the company, the VC may request a forfeiture provi¬sion. This means that if the company does not achieve its projected performance goals, the founders may be required to give up some of their stock to the VC as a penalty. The forfeited stock increases the VC's equity in the company and may even be given to new management that the VC brings on board to steer the company in a new direction. Entrepreneurs should never accept these terms unless they are con¬fident of their abilities and commitment to the venture. One way to mitigate this situation is for the entrepreneur to request stock bonuses as a reward for meeting or exceeding performance projections.
Venture capital is certainly an important source of funding for an entrepreneur with a high-growth venture. It is, however, only one source, and with the advice of experts, entrepreneurs should consider all other possible avenues. Clearly, the best choice is one that gives the new venture the chance to reach its potential and the investors or financial backers an excellent return on investment.