What level of return should you offer to investors? Since small business
ownership is inherently risky, do not be surprised if returns range up to 40%
per annum. Generally relatives and less sophisticated investors are willing to
take less return for their risk. If the capital is in the form of a loan, you
should plan on monthly or quarterly loan payments. Most likely you will need to
offer collateral (equipment, receivables, inventory, etc.) which will make it
more difficult for you to obtain bank loans in the future (since the bank will
want the same collateral). For equity, you can offer either common stock (which
gives them voting rights and is usually accompanied by a guarantee to elect them
to the board of directors) or preferred stock (which usually is non-voting, but
can have all kinds of preferential benefits to the shareholder).
Understand what you are giving up. For example, in some states a minority
shareholder above a certain percent (such as 5%) is entitled to review the books
of the company at anytime during business hours. This can become a nuisance as
the investors starts looking over your shoulder and offering unsolicited advice
or pressuring you to declare dividends whenever the company scrapes together a
few bucks. You can combine several financing instruments to give the investor a
greater comfort level while maintaining some flexibility. As an example, you can
set up the capital infusion as a convertible debenture (i.e. unsecured loan) so
the investor will earn interest regardless of how your corporation is doing, but
the investor has the option to convert his loan into stock if it looks like that
will yield a higher return to him. The advantage to you is that you will be
relieved of regular debt payments just when the company is growing faster, and
thus needs the extra capital to sustain that growth. It puts off cashing out the
investor for a few years when (presumably) your company is stronger and more
able to spare the cash.
When considering taking on investors, it is important to understand what
motivates them to make an investment in your company. They are not looking to
make a career out of the company, as most small business owners are. The
investor is seeking an above average return and a fun investment. That means
that you must have a 5 year exit strategy prepared to propose before you even
ask for the funds. Show the investor how he or she will cash out at the end, and
why you believe the company will have the funds available at that time to pay
the investor. You should formalize this strategy with a "call" on the
investor's stock (i.e. the right to buy back the stock at a predetermined
price or formula based upon book value). Sophisticated investors often want a
"put", also (the right to force you to cash out their investment
within a certain time frame for a predetermined price or formula valuation).