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The Handbook of Financing Growth


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Table of Contents

Preface xv Acknowledgments xxi About the Authors xxiii PART I The Financing Process 1 CHAPTER 1 Introduction 3 CHAPTER 2 Planning and Alignment (Begin with the End in Mind) 7 An Overview of the Planning Process 8 Strategic Planning 10 Updated Forecast 27 Business Valuation 27 CHAPTER 3 Acquisitions, Recapitalizations, and Exits 37 Acquisitions 37 Selling the Company, Creating Shareholder Liquidity 41 CHAPTER 4 Capital Structure and Financing Strategy 45 Assimilating the Drivers 49 Developing Liability Limits 63 CHAPTER 5 Sources of Capital and What to Expect 69 Bootstrapping Sources and Techniques 72 Individual Investors (Private Placements Not from Angels or Institutions) 82 Angel Investors 83 Commercial Banks 95 Asset-Based Lenders 100 Commercial Finance Companies 115 Leasing Companies 116 Private Equity 119 Venture Capital Funds 122 Mezzanine Funds 152 Buyout Funds 157 Hedge Funds 164 Strategic or Industry Investors-Corporate Venture Capital 166 Merchant Banks 168 Community Development Initiatives and Government Agencies 169 Micro-cap Public Entities 193 Royalty Financing 196 CHAPTER 6 Equity and Debt Financings: Documentation and Regulatory Sources of Capital and What to Expect 203 Basic Definition of Debt and Equity 203 Debt Instruments 206 Loan Documentation 212 Equity Instruments 260 Equity Investment Documentation 264 Compliance with Securities Laws 292 CHAPTER 7 Expert Support-The Players and Their Roles 301 Counsel 301 Board of Directors 303 Investment Bankers 306 Accountants 312 Consultants/Advisers 315 Summary 317 CHAPTER 8 Closing the Deal 319 Process Check-In 319 Final Perspective 326 PART TWO Case Studies 329 CASE STUDY 1 Asset-Based Lender, Receivables Financing 332 CASE STUDY 2 Asset-Based Lender, High-Risk Loan 336 CASE STUDY 3 Asset-Based Lender, Assignment for Benefit of Creditors 339 CASE STUDY 4 Asset-Based Lender, Acquisition 344 CASE STUDY 5 Asset-Based Lender, Turnaround Funding 348 CASE STUDY 6 Asset-Based Lender, Growth Financing 352 CASE STUDY 7 Commercial Finance, Trade Financing 356 CASE STUDY 8 Angel Investor, Initial Funding and Sale of Company 359 CASE STUDY 9 Venture Capital, Early Stage Growth Equity 362 CASE STUDY 10 Royalty Financing 365 CASE STUDY 11 Venture Capital, Growth Equity 367 CASE STUDY 12 Community Development Finance, Growth Funding 370 CASE STUDY 13 Debt with Revenue Sharing 375 CASE STUDY 14 Mezzanine Investment 377 CASE STUDY 15 Private Equity, Acquisition through Exit 378 CASE STUDY 16 Private Equity, Management Buyout/Partner Exit 380 CASE STUDY 17 Private Equity, Restructuring 382 CASE STUDY 18 Private Equity, Acquisition with Management Participation 385 CASE STUDY 19 Private Equity, Public to Private Transaction 388 CASE STUDY 20 Private Equity, Buy-and-Build Strategy 393 PART THREE Financing Source Directory 397 Suggested Use of the Directory Section 399 APPENDIX A Corporate Finance Primer 523 APPENDIX B Financial Statements 551 APPENDIX C Discount Rates 563 APPENDIX D How Fast Can Your Company Afford to Grow? 567 APPENDIX E Notes about Start-Ups 583 APPENDIX F Accounting Principles-GAAP and IFRS 587 Glossary 591 Notes 623 Index 633

About the Author

KENNETH H. MARKS is the founder and Managing Partner of High Rock Partners, Inc. He has been involved as a manager, advisor, and board member with over two dozen emerging growth and middle-market companies. Marks was a member of the Young Presidents' Organization (YPO) while growing his first company. He teaches in executive programs at Loyola University Chicago and North Carolina State University. LARRY E. ROBBINS is a founding partner of Wyrick Robbins Yates & Ponton LLP, a premier law firm located in North Carolina. He is a leading attorney in North Carolina middle-market financing and M&A transactions. Robbins received his BA, MBA, and JD from the University of North Carolina at Chapel Hill. GONZALO FERNANDEZ is a partner with High Rock Partners, Inc. and a retired vice president and controller of ITT's telecom business in Raleigh, North Carolina. He received a BA in accounting from Havana University, Cuba, and wrote the book, Estados Financieros (Financial Statements, Third Edition). JOHN P. FUNKHOUSER has been a partner with two venture capital funds and operated as chief executive officer of four companies in a variety of industries. He worked in commercial banking with Chemical Bank of New York, in investment banking with Wheat First Securities, Inc., and in venture capital with Hillcrest Group. D.L. WILLIAMS is a managing partner of High Rock Partners, Inc. As a CEO for over twenty-five years, he led three global manufacturing/technology companies through major transitions two of which he led the buyout of, working with private equity firms. As an advisor, he has worked with companies in numerous industries on growth, operational, and turnaround strategies to create value and implement change. Williams obtained his MBA from the Kenan-Flagler Business School at the University of North Carolina in Chapel Hill.


"The Handbook of Financing Growth, Second Edition remains the most important book on financing to be published in far more than a decade. If there is a way to do a business finance deal, it is covered in this book. Not only does the book explain how to do most all types of financing, it tells you why some companies succeed while others fail. The book is a true reference book that you can turn to when you need an answer, or when you need inspiration." ?Marilyn J. Holt, Founder of Holt Capital,

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