Category Archives: P2P, Lending, Digital Bonds, BNPL, Private Credit

Convertible Debt vs. Equity: Which Is Right for Your Startup?

Mashable | Bill Clark

Debt versus equity for your startupBill Clark is the CEO of MicroAngel Capital Partners, a venture firm that gives more investors access to alternative investments. He also gives investors the ability to invest in startups online through crowdfunding. You can follow him on Twitter @austinbillc.

Whether you are an entrepreneur or an angel investor, the topic of convertible note vs. equity impacts you. For the most part, startups favor convertible notes and angels prefer equity, but which one is the right choice for your startup?

Here, we review the benefits of each.

Convertible Debt

Convertible debt was most commonly used as a bridge loan between two rounds of financing. For example, if you raised $1,000,000 in series A funding and you were going to raise $5,000,000 in a series B round, you might use a bridge loan if you needed $250,000 until the funding was completed. However, convertible debt has recently become a popular seed round financing instrument.

Here is a basic overview of how convertible notes work:

  • An angel investor invests $200,000 in a startup as a convertible note.
  • The terms of the note are a 20% discount and automatic conversion after a qualified financing of $1,000,000.
  • When the next round of funding occurs at $2,000,000, the investor's note will automatically convert to equity.

In this scenario, let’s assume the shares were priced at $1.00. Since there is a 20% discount, the investor can use that $200,000 investment to purchase shares at the discount rate of $.80 each, instead of the $1.00 price that other participants in the current funding round will have to pay. That gives the initial investor 250,000 shares for the price of 200,000, which is a 25% return — not bad.

View:  Six Rules for Investment Crowdfunding Success

Caps can also be added to convertible debt. A cap sets a limit for how much the startup can raise before your shares stop getting diluted. It doesn’t value the convertible note, but it sets an upper limit. So in the example above, if the pre-money cap was $5,000,000, you would still get a discount of 20% up to that amount. If the startup raised at a valuation over $5,000,000, then the discount would increase to offset the additional dilution that was occurring. When you add a cap, the math gets a little trickier, as it can change with different funding scenarios.

Equity

While a convertible note might be a little confusing to calculate, equity is a breeze. The startup is assigned a pre-money valuation and a share price is determined. When you invest, you know exactly what the terms are and how many shares you will own in that round.

Here's how it works:

  • The startup has a pre-money valuation of $1,000,000 with 1,000,000 shares outstanding. This puts the share price at $1 per share.
  • An angel investor makes an investment of $200,000 and receives 200,000 shares.
  • The post-money valuation is $1,200,000 and the new investor owns 16.6% of the company.

Why Convertible Debt?

If equity is so much easier to understand, why are convertible notes becoming more common in the startup community? Here are four reasons why:

1. Valuation: Determining the valuation of a startup is hard, especially if the startup is pre-revenue and only in the idea phase. How do you put a value on the potential of the team/idea? It is easier for a startup to put off that question until they have some traction and social proof. Convertible notes are attractive for a startup because it delays this issue. While adding a cap essentially prices the round, it does leave a range of options, so it is more attractive to the startup.

2. Cost: Convertible note term sheets are less expensive than term sheets for equity, although with new standard term sheets that cost difference is starting to diminish. Sometimes it doesn’t make sense to pay the additional legal costs for closing the equity round if the funding increase is less than $250,000.

Continue to the full article --> here

 

Support NCFA

The National Crowdfunding Association of Canada (NCFA Canada) is a cross-Canada crowdfunding hub providing education, advocacy and networking opportunities in the rapidly evolving crowdfunding industry. NCFA Canada is a community-based, membership-driven entity that was formed at the grass roots level to fill a national need in the market place.  Join our growing network of industry stakeholders, fundraisers and investors. Learn more About Us | Support Canadian Crowdfunding.

Lending Club’s IPO and the Next Phase of Crowdfunding

Equities.com by Steven Cinelli | October 6, 2014

Lending Club The crowdfunding industry has entered a new, and possibly more legitimate space, in the framework of financial services. I refer to the recent S-1 filing of Lending Club (LC), which elevates the profile of both the company as also the distributed finance industry overall. Lending Club’s claim to an expected $5 billion market capitalization can be viewed as a major success in terms of value creation, market opportunity and the growth of new shadow banking methodologies. We have seen crowd platforms, whether in peer-to-peer lending (P2P) (Prosper and LC), real estate crowdfunding (Fundrise, Realty Mogul), SME loan funding (Funding Circle), raise growth capital at phenomenal valuations, as the marriage of capital formation and technology seems to have delivered a piece de resistance.

Related: Google Leads a $125 Million Investment in Lending Club

But as a banker, who greatly appreciates the application of technology in financial services in terms of creating better efficiencies, improved data and analytics, and overall accessibility, I wonder as to what is the appropriate and responsible assessment of value for these platforms. Technology is simply an enabler. The root business is one of finance. Providing risk capital for a price. Does technology improve the risk assessment, possibly with reams of historical data where actuarial analysis can be applied? But that too is fundamental risk assessment done more swiftly.

Lending Club's IPO Pricing Will Set Precedent for Crowdfunding

LC is being valued as a technology company, not as a financial services company. Let’s think about it. The platform intermediates providers of capital with users of capital, like a bank, possibly more efficiently, but then again maybe not. Simply, LC is providing consumer loans as an alternative to credit cards, with better pricing and structured on an amortized basis rather than as a revolving line of credit. The P2P space has targeted the top 10% tier of the $900 billion credit card user space, hoping to offer lower interest rates than the proverbial mid-teen-plus rates of bank cards. Might a challenge to them be a Chase (JPM) coming out with a 3% bank card? But allow us to go a bit further. Should LC be valued like a LinkedIn (LNKD) or a Facebook (FB) or other social media darlings, or as a fundamental financial intermediary, like a Wells Fargo (WFC) or a Visa (V)?

Wells enjoys the highest market capitalization of banks in the US and the world at approximately $270 billion. For metric purposes, this is about 10% of asset levels, 13 times earnings of $21 billion, and about 1.7 times equity book value. As the margins in the banking business are small, leveraging the balance sheet creates an attractive ROE, but an analyst recognizes the risk of the leverage, all of which enters the assessment. Visa, one of the companies that is a target for the P2P players, carries a market cap of $135 billion, generating $11 billion of annual revenue and $7 billion of operating income, and a book value multiple of under six times. Its model is different, a bit more risk averse, and carries solid margins. These seem to be thriving financial services companies that have certainly engaged in applied technology and are playing in the same space, catering to the same customer, offering a variant of the same product as our crowd platforms.

See also: 

At a $5 billion valuation, LC is being valued at 200% of asset levels, which are largely loans that it doesn’t own, compared to 10% with Wells, and a book value multiple of 40 times versus Wells at 1.7 times. When contrasted with Visa, which enjoys a book value of $27 billion and an earnings level to support its market cap, one might question the logic of a financial intermediary with projected revenues of $140 million and generating a loss, with footings of $2 billion to achieve the acclaimed value. The rationale can only be a technology spin, as the fundamental business of lending money remains constant. If we were to value LC on the basis of financial services compatriots, maybe placing a two times multiple on its book value of $135 million, or a footings multiple of 10% on $2 billion, we would arrive at a value that may not approach 10% of what the underwriters are placing upon it.

Disruptive Technology for an Age-Old Industry

So in the grander view, what creates value? And in particular, within these platforms? Are these highly scalable technology franchises, with incredible margins, earnings capabilities, and fundamentally unique methodologies? Do they own a proprietary clientele, magic sauce risk algorithm, or offering a product heretofore not available? Or are they simply dressed up financing businesses, where industry metrics do not/should not/(or why not) apply, typical of the analysts that valued Groupon (GRPN) or Facebook in their respective S-1s with non-GAAP measures of financial performance?

Continue to the full article --> here

 

Support NCFA

The National Crowdfunding Association of Canada (NCFA Canada) is a cross-Canada crowdfunding hub providing education, advocacy and networking opportunities in the rapidly evolving crowdfunding industry. NCFA Canada is a community-based, membership-driven entity that was formed at the grass roots level to fill a national need in the market place.  Join our growing network of industry stakeholders, fundraisers and investors. Learn more About Us | Crowdfunding | Support NCFA.

 

How to Invest for Equity in a Startup

Entrepreneur | | Sep 22, 2014

Solid investmentsWhen making an equity investment in a startup, there are many issues to consider.

The U.S. Securities and Exchange Commission is expected to release its final JOBS Act equity crowdfunding rules, and entrepreneurs will be allowed to sell equity in their companies through online crowdfunding portals to more than just accredited investors. The law promises to be a game changer for startups. As a result, investors will have easily accessible investment choices at their fingertips.

Here are 10 questions to raise about making an equity investment in a startup company. I pass these along from my personal experience as an investor, as well as my 25-year history as an attorney helping people start and fund businesses:

1. Is the investment for equity or a convertible note?

An investor needs to know what he or she is getting in exchange for the cash infusion. Will it be equity (shares of ownership of the company) or a convertible note? The note means that the investor loaned money to the company with the right to either be paid back or to turn the loan into equity as some later date.

2. How and when does the investor get the money back?

When an investor buys an equity stake in a startup, usually those shares cannot be sold or traded for several years. If the investment is a convertible debt, figure out the conversion date. This is when the company either pays the money back or the investor can convert the money loaned into equity according to the terms of the convertible note.

3. How will the business make money?

I am amazed when I see business plans that don't describe a visible means of monetization. If a company has not yet started generating revenue (like most startups), look at how the enterprise plans to make money. If the company has indeed started generating revenue, examine how it's making money. Consider if the model makes sense and is sustainable. Is the model scalable?

4. How can the investor profit from an investment?

Equity shareholders should find out if they will receive dividends or distributions, how much and when. What happens if the company is sold, merges or goes public? Convertible note holders need to know their interest payment schedules and ask what happens in the case of a sale, merger or IPO.

5. What rights come with an investment?

Investors need to find out if they gain voting rights at the company and of what kind. Can the ownership percentage be diluted? Can the investment be sold or transferred to a third party? If so, how and when?

Related: 

 

6. How will the investment money be used?

Research the "use of proceeds" and understand what, why, and how the startup intends to spend the money raised. The use of proceeds offers a good look inside the mind of the business owner. Is the amount being raised enough to reach profitability or is it just enough to arrive a the next financing round? Is everything the company is paying for seem reasonable?

7. Who are the founders and key personnel?

I often pay more attention to this aspect than just about anything else. I like to invest in companies with founders who know how to run a business and who have a track record of success. If the founder has no track record then he or she should surround herself with professionals with experience. A strong management team is no guarantee of success but is an important factor to consider.

Continue to the full article --> here

 

The National Crowdfunding Association of Canada (NCFA Canada) is Canada’s Crowdfunding Hub.  Newly formed, dynamic and inclusive, the NCFA Canada works closely with industry groups, government, academia, other business associations and affiliates to create a strong and vibrant crowdfunding industry and voice across Canada.  Membership is comprised of a network of industry participants including crowdfunding portals, consultants, professional services providers including lawyers, accountants, due diligence companies, start-ups, SMEs and social enterprise groups raising seed and growth capital interested in crowdfunding markets in Canada and beyond.  The National Crowdfunding Association of Canada is a networking and solutions-based organization that provides education, research, advocacy, support and leadership to Canadian crowdfunding communities.  While membership has a Canadian focus, the NCFA Canada remains open and inclusive to International members.   For more information please visit ncfacanada.org.

Investments in crowdfunding platforms have already doubled this year

VB | Guest post by Sherwood Neiss - CCA | Sep 8, 2014

Large crowdWith almost three quarters of 2014 complete, angel and venture capital has poured more than $140 million into the infrastructure of crowdfunding, more than double the amount invested last year and 43% more in individual deals.

Where is all this money going?

For four years, my firm has been studying the crowdfunding space. The crowdfunding industry encompasses all forms of crowd finance: donation, perks/pre-order, debt, and equity. Still nascent in its growth, serious investments started to flow into the space in 2011, with three deals totaling $13.5 million. A year later, three more investments totaled $18.6 million.

During 2012, our work in Washington, D.C. culminated in the form of the JOBS Act, and major provisions were signed into law, including Title II, lifting the ban on general solicitation to accredited investors, and Title III, debt and equity crowdfunding. Savvy entrepreneurs who understood what these fundamental changes meant began building and scaling all forms of crowd finance platforms.

2013 was a breakout year for crowdfunding. A total of $71 million went into seven major deals that year. This represents a 133% growth over 2012, with more than twice as many deals.

Watch:  Institutional Crowdfunding interview with Optimize Capital Markets, CEO/Founder, Matt McGrath

Lending and rewards platforms were the greatest beneficiary of these investments. Now, in just eight months of 2014 more than $140 million has been pumped into at least 10 deals (we expect this to be close to $250 million by year’s end). Five of these deals were over $14 million each, totaling $124 million.

Interestingly enough, we’re starting to see significant capital poured into the equity crowdfunding space even though Title III of the JOBS Act has yet to go into effect. (We did, however, let the SEC know that, two-plus years since President Obama gave it the green light, an industry is primed and ready to go).

View:  Canadian Crowdfunding Directory (Reward and donation portals, investment portals, service providers)

So what trends are we seeing?

Size of rounds: Series A investments across the board are averaging $6 million. Series B rounds jump to $28 million, and C and D to around $45 million each as companies seek more capital to scale, grow, and beat out the competition. Since lending platforms are the biggest and most mature, they’ve been pushing the average deal size up in the later rounds.

Number of startups by round: Over 25 companies have completed Series A rounds, 13 Series B, and 10 Series C and above.

Average investment by round: The average A round for equity platforms is $5.75 million. For lending platforms, the average is $5.1 million. And reward platforms lead the pack at almost $7 million.

Average valuation by platform type: Valuations are across the board, but if we are conservative and assume investors might seek 20% equity for an A round, then valuations average $28.75 million for equity platforms, $25.5 million for lending platforms, and $35 million for rewards platforms.

According to our research, in total almost $1 billion has been invested into the crowd finance arena since 2006.

Six lending platforms have collectively raised over $450 million, which reflects not only the investor interest in these peer-to-peer (P2P) and peer-to-business (P2B) platforms but also a justification of their business models. Interestingly enough, the P2P space last year saw $1 billion flow from investors to borrowers, with demand now exceeding supply as institutional investors try to buy up these loans — another data point in why the crowd finance arena is serious business.

Continue to the full article --> here

 

The National Crowdfunding Association of Canada (NCFA Canada) is a cross-Canada crowdfunding hub providing education, advocacy and networking opportunities in the rapidly evolving crowdfunding industry. NCFA Canada is a community-based, membership-driven entity that was formed at the grass roots level to fill a national need in the market place. Join our growing network of industry stakeholders, fundraisers and investors. Increase your organization’s profile and gain access to a dynamic group of industry front runners. Learn more About Us | About Crowdfunding or contact us at casano@ncfacanada.org.

InvestNextDoor Crowdlending Marketplace Drives Community-direct loans

InvestNextDoor | Tabitha Creighton | August 25, 2014

InvestNextDoor Founders croppedSeattle,  WA,  August  21,  2014  –  In  6 weeks  of  operations  InvestNextDoor  has  more  than 50 new  listing applications  in  progress  from  small  businesses  looking  for  a  better  way  to  borrow.  InvestNextDoor is part of the growing Crowdlending industry, where businesses borrow directly from investors, bypassing banks and financial intermediaries. “It’s like crowdfunding but supporters make money instead of getting rewards,” says Tabitha Creighton, CEO of InvestNextDoor.

Unlike early market entrants, InvestNextDoor’s marketplace enables investors to directly invest in businesses, creating a true direct Crowdlending marketplace. Tabitha Creighton, CEO of InvestNextDoor went on to say: “This kind of progress demonstrates why we hit the reset button on borrowing and investing. It’s no secret that small businesses succeed because they’re loved by their communities –so who better to lend to them?

InvestNextDoor has created a community‐engaged Crowdlending marketplace. It creates a new source of reasonably priced capital for small businesses, and better returns for Main Street investors.”

Small businesses create listings including how much they want to borrow and investors bid auction‐style on the rate and amount they’re willing to invest. This keeps costs low, maintains fairness and creates autonomy in the marketplace. InvestNextDoor has transferred the services banks, direct lenders and VC’s use for underwriting and due diligence, directly to the hands of borrowers and investors.

Lisa Ohman, COO and technical co‐founder noted:  “True crowd‐based lending enhances traditional financial risk profiles with the impact of knowing the people you’re borrowing from, and them knowing you."

View:  NCFA hosts Crowdlending panel discussion with InvestNextDoor and GroupLend

Having investors be able to walk into the shop or refer customers to help support the business they’ve invested in, is a model that could create a much stronger connection that amplifies the impact of the actual dollars invested.  You're not just investing in that business, you're investing in their community as well - and getting market rates of return.  It is complete disruption of traditional lending models.”

InvestNextDoorBorrowingHomePage

Transparency matters; and small businesses can find out how much it could cost to borrow right on the home page with InvestNextDoor’s Instant Summary tool.

With bank and credit union approval rates between 18 and 51% for small business loans and only 50% of private capital raises meeting their goals, small business needs more money to grow.  Small business drives 50% of GDP and 50% of employment and a lack of capital means a slower economic recovery. Clearly, borrowing and saving cycles are broken and out of sync with what’s really needed.  InvestNextDoor is creating a win - win for both investors and borrowers as expressed by Leanne, a recent customer of InvestNextDoor: “InvestNextDoor is a concept LONG overdue. Small businesses can borrow at rates better than at the bank and investors can earn more interest than at the bank. It’s definitely a win‐win for both parties.” – Leanne, Small Business Owner

About InvestNextDoor

InvestNextDoor (www.investnextdoor.com) is a Crowdlending marketplace where individual investors lend money to small businesses in their community.   It creates a new source of reasonably priced capital for small businesses, better returns for Main Street investors and longevity for community-based financial services.  Focusing on communities first amplifies the economic effects of consumer investment in small businesses by keeping more of the benefits lifecycle within a given community.  InvestNextDoor is hitting the reset button on borrowing and investing for Main Street.

Source:  InvestNextDoor Press Release

Media Contact

Contact:  Tabitha Creighton
Telephone:  1‐206‐453‐0048; Cell 604‐353‐8454
Email :  founders@investnextdoor.com
For more info visit:  https://www.investnextdoor.com/

 

The National Crowdfunding Association of Canada (NCFA Canada) is a cross-Canada crowdfunding hub providing education, advocacy and networking opportunities in the rapidly evolving crowdfunding industry. NCFA Canada is a community-based, membership-driven entity that was formed at the grass roots level to fill a national need in the market place. Join our growing network of industry stakeholders, fundraisers and investors. Increase your organization’s profile and gain access to a dynamic group of industry front runners. Learn more About Us | About Crowdfunding or contact us at casano@ncfacanada.org.

Rise of peer-to-peer Business Lending in the UK

Funding Circle via Stephen Pritchard | Aug 14, 2014

 Job Creation newFunding Circle, a leading peer-to-peer lending portal in the UK, just celebrated their 4th birthday - blog post here.

To date, Funding Circle has faciliated over £330 million to over 5,500 small businesses across the country, creating an estimated 16,500 jobs. To celebrate, we’re publishing an infographic which tracks the rise of peer-to-peer business lending right up to this year, when the industry became formally regulated.

 Infographic Highlights:

2008 - 2010

  • Financial collapse of Leman Brothers -> banks retrenched and tightening lending
  • Created huge financial gap with small businesses negatively impacting their ability to hire and grow
  • Struggling businesses start seeking alternative sources of finance triggering a P2P lending boom in the UK and US
  • More than £60 million loans were facilitated through Funding Circle in the first 30 months

View:

2013

  • UK government invests £100 million in non-traditional lending channels of which £20 million was lent out through Funding Circle's marketplace within a 10 month period
  • 5 local councils sign up to Funding Circle to lend small businesses to boost economic growth
  • Universities start lending with all interest put towards the creation of student scholarships
  • Funding Circle's marketplace grows to 30,000 lenders including government, councils and universities

2014

  • FCA publishes peer to peer lending rules to provide additional consumer protections signalling the maturity of the industry
  • Announced in the budget that ISA eligibility will be extended to P2P lending, making P2P a savvy option for seasoned investors
  • UK government reaffirms its commitment to the peer-to-peer lending industry and loans an additional £40 million (out of a total £300 million to alternative lending channels)
  • Independent research by NESTA reports that businesses borrowing through Funding Circle on average increase employment by 27%, with the portal creating a total of 16,500 jobs across the UK

 View full infographic here

Funding Circle infographic 2014

View the original source --> here

 

The National Crowdfunding Association of Canada (NCFA Canada) is a cross-Canada crowdfunding hub providing education, advocacy and networking opportunities in the rapidly evolving crowdfunding industry. NCFA Canada is a community-based, membership-driven entity that was formed at the grass roots level to fill a national need in the market place. Join our growing network of industry stakeholders, fundraisers and investors. Increase your organization’s profile and gain access to a dynamic group of industry front runners. Learn more About Us | About Crowdfunding or contact us at casano@ncfacanada.org.

Time to take a peer-to-peer loan?

Funding Circle | Blog post | July 23, 2014

P2P versus Bank Loan

It takes approx 2 weeks to arrange a loan via successful P2P platform versus 3 months for a traditional bank loan.

View full infographic

The news today that small businesses are still struggling to access finance via traditional means, despite the more positive economic outlook, should comes as no real surprise for anyone who has been following business lending figures over the last few years. There has only really been one trend when it comes to high bank lending figures, and that has unfortunately been downwards.

The figures released by the British Bankers Association today show that borrowing by non-financial companies from high street banks declined in the year to June by £12.7 billion. Whilst it’s heartening to see that there was a small percentage increase in lending to small businesses in the wholesale and retail, accommodation and food, and real estate sectors, the percentage change remained below zero. Where we had previously seen some improvement in the manufacturing industry, with this being the only sector benefiting from positive increases in lending since October last year, this fell in June from ~10% to ~4%.

Related:  NCFA Hosts Crowdlending panel discussion with InvestNextDoor and GroupLend

In comparison, business can typically access finance directly from investors via marketplaces like Funding Circle within two weeks. The application process is entirely online and can take as little as twenty minutes, and the credit assessment team will typically have a decision for you within 48 hours. On average it can take up to 15 – 20 weeks to hear from a bank – by which time the season may have passed, or the stock you needed to buy is no longer necessary as you weren’t able to take an important contract.

Decline in bank lending

Today we’re publishing an infographic which shows just how fast a peer-to-peer loan can be for small businesses looking to grow and expand. If you have any questions, then just get in touch. Otherwise please feel free to share to help raise awareness of the choice that business owners now have when they are looking for finance.

A recent report from the UK Government shows that high street banks lending to small businesses is still declining, despite growth in the economy. Could peer-to-peer (P2P) lending offer a realistic business financing alternative?

Source:  Funding Circle Blog post

View the P2P vs Bank Loan Infographic --> here (by Funding Circle)

 

The National Crowdfunding Association of Canada (NCFA Canada) is a cross-Canada crowdfunding hub providing education, advocacy and networking opportunities in the rapidly evolving crowdfunding industry. NCFA Canada is a community-based, membership-driven entity that was formed at the grass roots level to fill a national need in the market place. Join our growing network of industry stakeholders, fundraisers and investors. Increase your organization’s profile and gain access to a dynamic group of industry front runners. Learn more About Us or contact us at casano@ncfacanada.org.