|
Transaction
Type |
Definition /
Our Scope |
Typical
Investor Type |
"Black Book"
Type Needed |
Typically Must Prove |
|
Venture Capital
(click here) |
Includes new capital
from private (not public) sources. Includes both new enterprises or
expansion for large corporations. Sources include strategic alliances
and venture capitalists.
|
Usually sophisticated investors: (i) Financial
investors (e.g. venture capitalists); (ii) strategic investors; (iii) for
smaller companies, angel investors. |
(i) Private Placement Memoranda (PPMs); (ii) Business Plans.
These can be formatted on the basis of an S-1, but with higher degree of
business, market, and technological disclosures. |
Typically burden of proof is to show that (i) customers have
a problem solved by Company's solution; (ii) Company has a unique solution
protected by barriers to entry (e.g., patents); (iii) Company has resources
(e.g. knowledge). |
|
Initial Public Offerings (IPOs)
(click here) |
Includes preparation pre-IPO work to prepare company for
investment bankers, the IPO itself, and ongoing SEC filings. |
Investors are usually an odd mix of (i) less sophisticated
public investors and (ii) savvy institutional investors. |
(i) Pre-IPO Business Plans (for investment bankers /
attorneys); (ii) IPO registration (S-1) and ongoing SEC filings (10-K,
Annual Reports). |
Sale is usually made on the basis of (i) continuation of
recent successes of Company, and (ii) that downside risks are mitigated.
Typically public documents are less specific on products, competition,
technology and forward projections (but investment bankers need to see the
detail). |
|
Type |
Definition / Our Scope |
Typical
Investor Type |
"Black Book"
Type Needed |
Typically Must Prove |
|
Mergers and Acquisitions (M&As)
(click here) |
Includes any plan to acquire another company. |
"Investors" may or may not be needed, but usually key
stakeholders need to be convinced to go forward. Sometimes outside
financing required in institutional debt or equity. |
What is needed depends on whether the target company is
identified or not. If unknown, need M&A Search Prospectus (detailing
Company A and parameters for Company B). Otherwise need M&A Merger
Proposal (detailing specifics for two companies) |
Transaction is usually based on showing (i) dynamics of
Company "A"; (ii) dynamics of Company "B"; (iii) synergisms of being
together (marketing, operations, financial); and (iv) mitigation of downside
risks. |
|
Divestitures
(click here) |
Includes any plan to liquidate a closely held company or spin
off a division of a larger entity. |
Buyers may include individuals (or syndicates), management,
or other corporations having a strategic interest. |
Divestiture Offering Prospectus, often formatted on the basis
of a PPM (above) |
Transaction is usually based on showing (i) existing company
& industry dynamics, (ii) certain as-yet unexploited opportunities for
improvement (marketing, products, operations, restructuring), (iii)
mitigating risks for incoming management. |
|
Type |
Definition / Our Scope |
Typical
Investor Type |
"Black Book"
Type Needed |
Typically Must Prove |
|
Generic Business Plans
(click here) |
Used to help prepare company for assembling appropriate team
of management, investment bankers, security attorneys and auditors in order
to pursue any of the above transactions. |
Usually written not for "investors" but for in-house use, and
to help focus and select investment bankers, security attorneys and
accountants. |
Generic Black Book that other advisors can then use as one of
many tools to help prepare their materials. |
"Proof" is less important than full disclosure. Full
indexing allows sophisticated advisors to zoom in on what they need. |
|
Business Plan Critique
(click here) |
We are experts at spotting "anomalies" in deals that
otherwise might block investment. We can review existing documents
with a fine-tooth comb to look for "problems" and recommend proven methods
to fix them or to present them in the best light (on a fully disclosed
basis). |
Critiques are usually done for the Company or their advisors
only. On occasion we review proposals submitted to us by potential
investors to look for potential problem areas and risks. |
Our output is usually a highly detailed memo of 5 to 15
pages, written in bullet format, and with fuller discussion if the
observation or suggestion is more complex. |
Our work here is not to "prove" but to unmask the proof of
others -- to look for the flaws, anomalies or inconsistencies in the
proposed transaction. |
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