Bottom Line Business Insights : Maryland Business Lawyer & Attorney : Wagonheim Law Firm : Mergers & Acquisitions & Contractual Negotiation

Those of you who’ve been following my blog over the past 10 weeks or so (or at least the 3 of you who are still awake and haven’t yet slit your wrists) know that I’ve been discussing how to finance a new or existing business. I’ve been spending a lot of time on this topic for 3 reasons:

1. it’s one of the most important issues business owners face,
   
2. it’s a topic about which I receive a significant number of questions, and
   
3. it’s worth understanding the legal and business ramifications of the various methods of financing a business.
   

Alas, every journey must eventually come to an end, as must this one. With that in mind, let me briefly discuss 3 additional financing sources that I haven’t yet talked about to tie up our financing miniseries: using credit cards, funds from your IRA, or home equity loans.

• HOME EQUITY LOANS:  The advantage of taking out a Home Equity Loan is that you’ll pay a relatively low rate of interest and get a long term loan. Disadvantages? The obvious one is deciding whether you believe in your business enough to risk your house (have you done a business plan and some basic financial projections?). The less obvious one (but perhaps more problematic one) is that your spouse will have to co-sign the loan (I’m assuming that if you’re married, you hold title to your house jointly with your spouse). Is your spouse willing to be liable for the debts of your business if things don’t work out? More important, what happens if the two of you get divorced? In the absence of an up-front written agreement with your spouse dealing with this issue, it’s not going to be pretty. If you go this route, talk to me first.
  

• CREDIT CARDS: Again, are you confident enough in your business plan to risk your personal credit and the inevitable lawsuits and collection efforts should the business fail? If so, there are a number of advantages to using credit cards, including the lack of a need to put up security, the lack of spousal involvement, and the possibility of very low “teaser” rates (which are worth shopping around for). Once the teaser expires, it’s possible to roll the balance over to another card with another low “teaser” rate. 
  

Disadvantages? The risk, of course. Also, credit card financing is and should be short term due to the inevitable interest rate hikes once the teaser period expires. Plus, you will almost certainly have to personally guarantee the card.

Finally, remember all the ink I spilled a couple of months ago blogging about the limited liability gained via incorporating, and the various transgressions that could give rise to a loss of that limited liability? Funding a business using your personal credit cards implicates some of those issues (specifically, segregation of funds issues). Call me so we can discuss if you’re thinking of going this route.

• IRAs: This is the financing technique that I find to be simultaneously both the most appealing and the most terrifying.   So here’s your question: Should you take money out of your IRA to finance your new business?
  

For me, the 2 most important threshold issues related to IRA financing are these: (1) how much of your IRA you’ll be tapping, and (2) your age. Here’s a long but important sentence: If the remaining funds in your IRA (after you pull out whatever you’re going to pull out to fund your company) would be sufficiently small such that living on those funds would have a significant adverse effect on your quality of life at retirement, AND you’re over the age of, say, 45 or so, I’d have a serious heart to heart with both your spouse and your accountant (not necessarily in that order) before pulling the money out. I also personally believe (and you can take this for whatever you think it’s worth) that it’s best to be ultraconservative and assume that the funds remaining (if any) in your IRA after you tap it to finance your business will be all that you’ll have left for retirement. In other words, assume that the remaining funds will NOT grow significantly between now and your retirement (and could possibly decrease), and that you WON’T be able to contribute any additional funds to your IRA between now and retirement.

However, once you decide to take the plunge, you’ve actually got several advantages over virtually any of the other financing techniques I’ve been discussing in my financing miniseries. Debt financing (banks, SBA, home equity, credit cards, etc.) can put a serious strain on your business’s cash flow – not to mention your personal financial situation, since you’re likely giving personal guarantees or security for the loans. Venture capital financing can result in the loss of control over your own company and your eventual personal obsolescence. And financing using the 3Fs can result in family discord, estrangement, disappointment, and broken relationships. But utilizing IRA financing eliminates all of these pitfalls. And, you can avoid early withdrawal penalties and taxes if you employ an IRS approved financing plan.

So, how does it all work? First, you’ll form your new company (and, of course, you’ll form the right kind of entity because you’ve read my blogs on corporate formation). Second, your new company will set up a “qualified retirement plan” in accordance with IRS regulations. (You’ll need an experienced and reputable benefits firm to do this for you. I can help with recommendations, if necessary). Third, you’ll roll over the desired amount of your personal IRA funds into the company’s new “qualified retirement plan.” Last, your company’s newly-established “qualified retirement plan,” fresh with funds from your personal IRA, will use those funds to buy stock in your new company. Your company is now funded with equity from the stock sale (rather than cash flow -draining debt), and the “qualified retirement plan” owns all (or some) of your new company.

The following goes without saying (but since I’m anal retentive AND a lawyer, I’ll say it anyway):  I strongly recommend that you work with an experienced corporate attorney when setting up the new company and when consummating the stock purchase by the qualified retirement plan. Someone like me, perhaps. These are sophisticated corporate transactions and need to be treated as such.

Next up: ever think about what would happen to your company if your business partner died? What if he decided to sell his interest in the company to a third party?  Or suppose she decides to just stop working (can she do that)? If you haven’t thought through these issues, you should. Succession Planning is on deck.

Questions? Comments? Concerns? Raise it for discussion on Facebook, Twitter, or LinkedIn.

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Last week, I discussed why your chances of getting venture capital (“VC”) financing are probably less than your odds of being struck by lightning twice (click here if you missed it). This week, in the interests of piling on, I’m going to discuss why you probably wouldn’t want VC financing even if you could get it.

Most of my corporate clients who run their own businesses decided to strike out on their own for one of two reasons: either they were tired of the headaches, bureaucracy, and limited prospects of working for others, or they’ve got a dream of successfully building, running, and growing a business. In either case, there’s no better way to send these two goals up in smoke than by accepting VC financing. If you started or are running your own business for either of these reasons, then working with VCs probably isn’t for you.

I think there’s a general misconception about what happens when a VC firm makes an investment in a company. In the interests of dispelling myths, here’s what DOESN’T happen:  the VC firm strokes a check, hands it over, and asks you to send them an email every six months to let them know how things are going. In fact, the reality of a VC investment is quite the opposite.

Once the VC investment is made, the VCs will: (1) take positions on your new and expanded board of directors (after they convert your LLC or S Corporation into a C Corporation and reincorporate it in Delaware), (2) install their own candidates as executive officers in key positions, (3) change the equity structure of your company completely (and I do mean completely), (4) provide for special rights for themselves as preferred shareholders of your company, (5) restrict the ability of other shareholders to sell their shares (that means you and your original co-owners and management team, among others), (6) restrict the ability of the company to raise more equity or bank financing, (7) require monthly financial statements and management reports, (8) require you and other key executives to enter into employment agreements (which will include terms governing your salary, hours, vacation time, benefits, dismissal events, and such), (9) restructure the operations of the company, (10) retain broad governance and voting rights within the company, and (11) grant themselves the ability to gain majority control over the board and convert their preferred shares into a majority of the outstanding common shares in the event certain trigger events occur (such as not meeting anticipated financial goals or exit strategies).

What all of this means to you as an entrepreneur is that “your” company is effectively no longer yours. You’re now working for someone else, in accordance with the employment agreement they’ve required you to sign, even if you do remain a large shareholder and an executive officer after the VC investment. Which is why I said that if the autonomy and excitement of working for yourself and being your own boss are the primary reasons you went into business, then accepting VC financing may not be for you. Once the VCs make that investment, the entire culture of your company is going to change (and not for the better, in the minds of most entrepreneurs). 

Incidentally, you’ll have to deal with the actual negotiations and legal and accounting work leading up to the closing and the investment itself. The legal documentation governing a round of VC financing usually runs hundreds of pages, and in order to get to those final, agreed-upon contracts and filings, your company (and its executives and attorneys) will spend up to two months and hundreds of hours negotiating and meeting with your potential investors. In the process, the company will incur tens of thousands of dollars in legal and accounting fees. Good thing there’s a large investment at the end of the process!

And by the way: if you thought I was kidding when I blogged a few weeks ago about the importance of choosing the right corporate form and corporate domicile, and about the importance of adhering to corporate formalities, just wait ‘til you start working with the VCs. There is little that’s more important to them from an operational and administrative standpoint than adhering to corporate formalities. Why? Because VCs never make an investment in any company without an exit strategy, and that exit strategy is either going to be a sale of your company to another company or an initial public offering (IPO). In either case, keeping meticulous books and records is essential to a successful exit.

And what of that exit strategy? Given the state of the equity capital markets these days, the VCs are more likely to sell your company or merge it into or with another company rather than go the IPO route. In all likelihood, this means you’re probably going to get fired from your own company, or be marginalized at best.  Perhaps you’ll end up significantly richer, if you’re lucky, but the odds are good that you’ll end up forced out. There are always redundancies when companies merge or when they’re acquired by larger players, and layoffs are virtually inevitable. Don’t assume that you’ll be immune simply by virtue of the fact that the company was once yours.   

So that’s basically the anatomy of a VC investment. While the upshot is that your company will have the resources (both capital and intellectual) it needs to give it the best shot of becoming a major player in its market space while potentially making you a significant sum of money, the down side for most entrepreneurs is the effective “loss” of their company to the investors.

And just to be clear: I’m not trying to imply that VCs are insensitive, intellectually-challenged bureaucrats who don’t know what’s best for the company. In fact, quite the opposite is true. The VCs I’ve dealt with (and I imagine this is true of most VCs) have been some of the sharpest, most financially savvy people I’ve ever met. They are undoubtedly a huge asset to any company in which they invest. But from the point of view of the entrepreneur, working in the post-investment company can present genuine challenges.

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A few weeks ago, I discussed several different methods of financing a new business or providing for the ongoing capital requirements of an existing business (click here to read the blog). I touched on the difficulties inherent in trying to get bank or venture capital (“VC”) financing, and promised to discuss those issues further in a future blog. Not one to break a promise, this is that blog.

Let’s start with bank financing before we get to VC financing.  I’ll be blunt: generally speaking, most start-ups aren’t bankable (meaning they’re not good candidates for a bank loan). Banks tend to require an operating history, several years of audited tax returns, net operating income at a specific multiple of the anticipated debt service, accounts receivable or hard assets that can be pledged as security, and spectacular credit scores by the principals. Not to mention personal guarantees. If your company (or you, as the case may be) isn’t/aren’t able to produce most or all of these things, guess whose house is going to be mortgaged as collateral on the loan (assuming you’ve got equity in your house)?

That said, there are certainly lending programs at most banks that are geared towards specific types of startup businesses. Dental and medical practices come to mind, which are bankable for a variety of reasons that are beyond the scope of this blog. However, most new businesses simply won’t qualify for bank financing, particularly in light of the new-found lending conservatism brought on by the latest recession. 

Which brings us to VC, and why your odds of getting VC financing are slim.

Venture capital financing is, for the most part, limited to Silicon Valley technology wonks whose companies can deliver scalable businesses, proprietary technology (i.e., patented or patentable), and a minimum 35% pro forma return on equity with an ironclad exit strategy in 5 years or less. In other words, unless you’ve got a biotech, software, or alternative energy company with a defensible patent (VCs hate competition), you’re unlikely to be attractive to a VC firm.

Additionally – and I can’t overemphasize this – VCs are looking for stellar management whom they trust implicitly. The way they get to trust you is by knowing you. And the way they get to know you is by being introduced to you by someone they already trust. So if you’ve got a couple Wharton MBAs and a Stanford electrical engineer with 4 fuel cell patents to his credit on your executive management team, and you know a guy who works for Draper Fisher Jurvetson, congratulations! You might actually stand a chance of getting a VC firm to actually read your business plan. Continuing the theme, it also wouldn’t hurt if you’ve run and successfully sold or gone public with a previous company. And made lots of money for your previous investors in the process.

Finally, it’s useful to recognize that most VC investments don’t occur at the startup phase, but rather in a later round of financing, and most often in an amount equal to several million or tens of millions of dollars. This means that even if you do eventually get VC financing, you’d still need to rely on the 3 F's in the earlier stages of financing your business. Now, I realize that the idea of getting an infusion of capital amounting to several million dollars from a VC would make the principals of most small to medium sized businesses salivate, but consider this: could you produce a realistic business plan and a full set of pro forma spreadsheets demonstrating to the VCs how you plan to turn an $8,000,000 investment in your construction framing business into a $4,000,000 profit, PLUS return of their initial investment, PLUS a successful IPO or sale of your company, all in 36 months? Probably not. 

The simple math of the matter is that very few people, or companies, will qualify for VC financing. Factor in the sheer volume of business plans and elevator pitches that the typical VC sees and hears in a given year, and the fact that the volume of all VC financing has been severely reduced as a result of the recession, and the odds of a successful VC investment in your company become slimmer still. Which is why I pointed out in my last blog that the most likely source of funds for your business is the 3 Fs.

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Last week, in response to popular demand, I discussed one of the two major types of SBA loan: the Section 7(a) Loan (if you missed it, click here. This week, I wanted to finish the discussion of SBA programs by talking about the other popular SBA loan program, the Section 504 Loan. 

The Section 504 Loan is limited to very specific corporate purposes. The loan funds can only be used to acquire major fixed assets for expansion and modernization, such as purchasing land and improvements, construction of new facilities or modernizing obsolete facilities, or purchasing long term machinery or equipment. For these reasons, the 504 Loan is less likely to be the right loan for a startup company.

 A 504 Loan is really two separate loans involving two lenders, but it’s treated as a single transaction and both loans are closed at the same time. One of the lenders is a bank, which takes the 1^st lien position and lends up to 50% of the loan amount. The other lender is a Certified Development Company (or CDC for short), which is usually a nonprofit or local governmental economic development entity. The CDC takes the 2^nd lien position and lends up to 40% of the loan amount. Each lender’s loan will be secured by the assets being acquired.  The SBA’s role, as in the 7(a) Loan, is to act as a guarantor. Here, the SBA guarantees 100% of the 2^nd lienholder’s loan, but doesn’t provide any guarantee to the bank (the 1^st lienholder). The theory behind this guarantee structure is that the bank has greater security for its portion of the loan via its 1^st lien position on the assets being acquired and therefore doesn’t need the SBA’s guarantee. 

Additionally, the principal owners of the business are required to provide personal guarantees to both lenders (are you willing to pledge your house, car, savings, etc. for your business loan?). And since the 504 loan only covers 90% of the financing (50% loaned by the bank and 40% loaned by the CDC), the company must contribute 10% of its own money in order to be eligible for the loan. Thus, the increased likelihood that the 504 Loan is not going to be the right loan for a startup.

So, again, we come full circle to the difficulty of obtaining bank financing and the “theoretical” nature of SBA loans. The 7(a) loan can be difficult enough to qualify for, but in the case of the 504 loan, the company actually has to come up with 10% of its own money, provide personal guarantees, and provide liens on its equipment and real estate to the lenders.  Plus satisfy the underwriting standards of the bank and the CDC.

Now that I’ve touched on the main SBA loan programs, I think it’s important to point out that no bank is required to make an SBA loan. Banks are still free to reject any SBA loan application based on their own lending and underwriting standards, even though the loan would be partially guaranteed by the SBA. In addition to all this, there are also eligibility factors that businesses must meet in order to qualify for any SBA financing. I’ve represented many regional and national banks in lending transactions, so I’ve usually got a pretty good idea which lenders are most likely to make SBA loans. It’s probably worth a discussion if you’re interested in exploring SBA financing.  

Let me add here that I am not trying to discourage any business from applying for an SBA loan. I’m merely trying to illustrate what’s involved in the process, provide some details as to how these loans are structured, and perhaps stimulate some thought by business owners and clients. I think the SBA program can be a wonderful tool where a business can meet the lender’s and the SBA’s credit and eligibility criteria.  I encourage my clients to apply for SBA financing if they meet those criteria, and I am more than happy to help present my clients’ applications in the best possible light.

Finally, let me briefly mention a couple of other SBA initiatives that are geared towards small business: the SBIC program, which is a venture capital program sponsored by the SBA, and the SBG program, which is a surety bond program geared towards construction and contracting firms (SBG stands for Surety Bond Guarantee).

A few words about the SBG program: under this program, the SBA will guarantee a certain percentage of a surety bond where the contractor cannot get the bond issued through ordinary channels (and frequently, new or startup contracting businesses will have trouble obtaining surety bonds). This gives sureties an incentive to issue surety bonds in situations where they might not otherwise have done so. Which in turn gives startup construction businesses greater access to contracting opportunities. Theoretically, of course.

Next week, I’m going to discuss one more possible (and sometimes overlooked) way to finance your startup or business, which will conclude what I have to say about the legal aspects related to financing your company.

Questions? Comments? Concerns? Raise it for discussion on Facebook, Twitter, or LinkedIn.

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Over the past few weeks, I’ve been using this blog to discuss various ways of financing a business, whether a startup or an ongoing enterprise. One question that seems to be on the minds of my clients and readers of this blog is the lowdown on SBA financing (i.e., financing under the auspices of the U.S. Small Business Administration, which is an agency of the Federal government). So here’s my take on it.

First off, let me clarify a widespread misconception: the SBA does NOT make loans to small businesses. Rather, the SBA guarantees a portion of a loan made by a bank to a small business, as long as the bank participates in the SBA program and adheres to SBA guidelines when making and servicing the loan. By guaranteeing a portion (usually 50%) of the bank’s loan, the SBA eliminates some of the risk undertaken by the bank. This risk reduction is intended to make it easier for the bank to decide to lend to a startup or small business.

You may recall that a few weeks ago I wrote that getting a bank loan was virtually impossible for a startup business. So, can the SBA’s guarantee help a startup get a bank loan? The answer is “theoretically, yes.” I hate to wax metaphysical in my weekly blog, but in this instance it’s sort of unavoidable. Allow me to explain.

There are essentially two types of loan programs for which the SBA will provide a loan guarantee:  the Section 7(a) Loan and the Section 504 Loan. Let’s first look at the 7(a) loan.

The 7(a) loan can be used by a business for virtually any purpose (working capital, equipment & machinery, land & buildings, etc.). The 7(a) loan involves a sharing of risk between the bank and the SBA. The SBA will guarantee 50% of the loan, while the remaining 50% carries no SBA guarantee. If the borrower (the small business) defaults on the loan, the SBA will make good on the SBA guaranteed portion of the loan by indemnifying the bank for 50% of the bank’s loss. Which means that the bank is still on the hook for the remaining 50% of the loan, which is the portion not guaranteed by the SBA. 

Hence, the “theoretical” availability of the SBA loan to small businesses. Since the bank is still on the hook for at least 50% of the loan in the event the borrower defaults, the bank will still require the borrower to meet all the same credit and lending criteria it would have had to meet were the loan NOT guaranteed by the SBA. Which brings us full circle back to my admonition that getting bank financing for a startup business is difficult. While in theory the SBA guarantee can make it more palatable for a bank to make a loan to a startup, in reality it’s still tough going, especially in “Great Recession” America.

And by the way: if the business defaults on the loan, it is legally liable to both the SBA and the bank for the defaulted loan. The SBA and the bank can (and you can bet your life they will) sue the company after a default. They can also sue the owners personally, if the owners provided additional guarantees. If being on the business end of a lawsuit by the Federal government and a major bank isn’t palatable to you, don’t default on an SBA loan.

Now, a brief word about the logistics of starting the SBA Loan process. Virtually any major bank, and most of the local and regional banks, participate in the SBA loan program. There’s an excellent chance that if you walked into your local bank branch and inquired about SBA loans, they’d direct you to a loan officer who handles them. There’s not much mystery to it. 

Next week, in Part II of this discussion on SBA funding, I’m going to discuss the 504 loan, which is the more complex of the SBA loans. I’ll also have some additional comments on SBA loans and some thoughts on a couple of other SBA programs that don’t involve loans.

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I’m of the opinion that the best way to finance a new business is via the “3 F’s”: Friends, Family, and, for lack of a better term, Fools. Of course, the risk and headache you undertake when you accept money from relatives and close friends is often more aggravating and gut-wrenching than simply taking money from a faceless third party, like a bank or a venture capital firm. Unfortunately, however, because bank and venture capital financing is usually not viable for startups (and I’ll discuss why next week), new businesses are often left with no other alternative than to hit up the 3 F’s.

So, do you like your friends, family members and relatives? Want to continue to have a warm, fuzzy relationship with them? (I’m perhaps assuming too much here, but stay with me.) If the answer is yes (or even if it’s no), and if they’re considering providing funds for you to get your business off the ground, or to keep it running through a rough patch, then take heed of the advice I’m going to discuss here: come to an agreement with them in writing. BEFORE they give you the money.

Perhaps the best way to explain why you need to arrive at an agreement in writing with your family members or friends before they stroke you a check is by discussing what the agreement should, at minimum, include. Here are just a few of the issues you’ll want to focus on while you’re putting together some sort of document to memorialize the arrangements: 

• Did you discuss whether the money was going to be classified as debt (a loan) or as equity (an investment) in the company?

Debt and equity are treated very differently for tax and legal purposes, and they have very different characteristics with respect to repayment and expected returns. Lenders won’t (or shouldn’t) expect much more than 6% - 12% annual interest, plus return or amortization of principal on some agreed-upon schedule. Equity investors, however, often have visions of buying a Greek island with the triple digit returns they expect to make via an investment in your company. Which would certainly help out the Greek economy, these days.

If the money is a loan, you’ll want to deliver a Note to your lender (yes, even if that lender is a relative or friend) which includes, at minimum, the principal amount, interest rate, maturity date, default provisions, repayment/amortization schedule and terms, possible collateral (in which case you’ll also need a security agreement and a UCC filing or a deed of trust), and dispute resolution terms. If the money is an investment (equity rather than debt), you’ll want to include the family member or relative as a shareholder or member of your corporation or LLC, and the rights and obligations of both the company and the equity investor must be spelled out in detail in the company’s constituent documents.  If you want to avoid problems both legal and personal, that is

• Did you provide anything in writing describing your business and the expected return on an investment in your business (e.g., a business plan or a more sophisticated document, such as a Private Placement Memorandum)?

Bear in mind that even the smallest startup is bound by the antifraud provisions of federal and State securities laws with respect to the raising of equity capital, as opposed to debt financing. There are filings to make (such as a federal Form D and state Blue Sky filings), documents to deliver (such as subscription agreements, accredited investor questionnaires, and shareholder or operating agreements), and regulations to follow. Each investor must receive exactly the same information as each other investor, so if you delivered a business plan or PPM to any investor, you’ll need to deliver the exact same document to ALL potential investors. Running afoul of any of these requirements could result in serious problems for your business if you ever find yourself in the middle of a dispute with your investors.

It would also be very useful to prepare a set of pro forma financial projections demonstrating the expected return on an equity investment. This is not only useful for managing expectations, but it’s also important, from a legal perspective, that you disclose any and all material facts about your company and its prospects to your potential investors.

• If the company goes belly-up (and lots of startups do), what are the rights of your lenders or investors? Remember, we’re talking about your friends and relatives here. Will they expect you to personally make good on their losses? Will they silently seethe and exclude you from all future family functions while badmouthing you within the business community? Are you sure you’ve discussed these issues with them and that your documents accurately reflect both your intentions and your investors’ or lenders’ expectations?
  
• Suppose the company needs additional cash. Do you have a right to subordinate the loans of your family members to subsequent lenders (such as other family members)? Can you subordinate their Notes to a bank? (It would be a very good idea to retain this flexibility in case it’s ever necessary to utilize it.) Or, in the case of equity, do you have the ability to dilute the shares or equity interests you issued to your family members or friends by issuing additional equity to third parties?
  

These are just a few of the many issues you’ll need to consider as you raise money at the startup phase or for ongoing operating expenses. Which is why it bears repeating: if you’re going to be raising money from third parties (even if, or especially if, they’re relatives or friends), be sure you put the terms in writing. A very detailed writing. When all parties understand up front what their rights and obligations are, it’s much less likely that you’ll end up estranged from your family members down the road. Remember that you’re going to be married to your relatives and friends for an extended period of time via your mutual business interests in the company. There are rarely any divorces, and courts are not sympathetic to family issues in corporate disputes.

So, before you take money from the 3 F’s, ask yourself: Are you ready to get married? And is the necessity of financing the business worth the potential family issues that could arise down the road? If the answers are yes and yes, be sure you put the arrangements in writing at the outset, and be sure all parties sign that agreement before any money changes hands.

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