Didn't expect to go this route but an opportunity presented itself and I couldn't pass it up. Invested $100k in a series B investment. Can't give any details due to NDA. Fascinating world. Just curious if anyone else is doing private equity investing.
I worked at a PE firm for a while. Not knowing anything about the specific investment, I won't comment on that but I will offer this:
PE funds can make annuity structures look like they were written in crayon by amatuers. Make sure you understand the structure and vehicle you are buying into.
A few thoughts/questions:
What is the "pre-money" valuation of the company?
Is it reasonable? Under what assumptions? (The pre-money valuation of the company is the value without this new round of financing. For example, if you were putting in $10 to get 10% of the company, then the pre-money value is $90.)
Is this the last round of financing before the company is viable?
What is the plan for the company?
Will they need more money in the future before they are self-sustaining or sold?
Under what assumptions?
What is the current capitalization table?
Who owns what?
What rights come with your shares versus other existing and new shareholders?
Who gets to vote?
What % of the vote do they get versus their equity ownership?
In a future financing round, do you have right of first refusal to buy shares and keep from being diluted?
How would those shares be priced in that scenario and why?
Do other shareholders have a preferred exit?
Is anyone guaranteed to get their money back before other shareholders participate in the sale?
Will your shares carry that provision?
Anyone picking up cash or accrued dividends that convert to shares at the sale of the company?
At what price would those dividends convert into equity and what would that do to the capitalization structure?
What series of shares are those and what rights accrue to those shares?
Is there any convertible debt on the company?
Convertible debt usually gives the owner of the debt the right to be first in line if a sale of the company occurs under duress but the option to convert the debt into shares and dilute other shareholders if the company sells for a gain. Like accrued dividends, the debt may accrue interest that can be paid in cash or converted into shares that dilutes other shareholders.
What options are outstanding on the company, particularly with management?
Is management getting new options during this round of financing? Ensure you understand the
fully diluted equity of the company at sale under different scenarios.
Do other shareholders have a preferred ability to block or force a sale of the company?
Do all shares in the company have "drag along" and "tag along" provisions?
Both of these terms are critical to protecting you. Any reputable PE firm (and previous PE firms in the investment) will have these terms in the shares, but ensure you understand them.
"Drag along" means that if a majority of the votes chooses to sell the compnay, then all shareholders are forced to sell their positions to the buyer.
"Tag along" is the opposite. It means that if a majority of the company is sold, you can force the buyer to buy your shares as well.
Are you being asked to buy directly into the company or are you being asked to invest in the PE fund that is investing in the company?
If in the fund, what are their terms?
Its common for funds to charge a 2%/year management fee on fund. Will you be required to pay this fee on your investment?
What is the fund's "carried interest?"
Almost all funds are entitled to 20% of the gains on investments after clearing a nominal hurdle for the investors. So if you put in $100 and it turns into $150, the fund may well capture $10 of your $50 gain.
How much of their own cash do the operators of the fund have on the wheel?
What are their obligations and rights to make investments?
What are they doing with regard to this particular investment?
Are you liable for future capital calls on this or other fund investments?
Do you have same rights as other members of the fund?
Regardless of the answers to the above, make sure you have very good attorneys and tax people look at everything before you invest. The terms in these things can dramatically impact the actual benefit of the investment even under upside scenarios.
Good luck!