Executive Summary. I. Background on Angel Investing:

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1 AngelI nvest menthandbook

2 Executive Summary In little more than a decade angel investing organizations have shifted from being mostly a U.S. and European phenomenon to being active and visible around the world. From Colombia to Cambodia, Serbia to South Africa, angel investors are building networks from scratch and putting their own local spin on how these networks are founded, structured and operated. Most impressively, these angel groups are enjoying successes in very challenging environments, and many are doing so with little or no guidance or best practices to follow. However, for every successful angel group founder there are many more potential founders looking for a place to start. This guidebook aims to support such individuals and newly formed angel groups by presenting global best practices and tools and templates for facilitating group operations. Launching an angel network in any environment is challenging. Doing so in a country with limited deal flow, weak investor protections and institutions can seem nearly impossible. To confuse matters even more, there is no one-size-fits-all solution for setting up and operating an angel organization. A diversity of models and structures have been successful worldwide. Given this context, this Guidebook cannot prescribe a simple formula for setting up and running your angel network. Instead, it will help you navigate the decision-making process at various stages, and will give you real-world examples of how other networks have worked through difficult problems. Additionally, for those of you in countries where angel organizations do not yet exist, this guide will offer words of wisdom and encouragement from those who have blazed a trail in their own countries. This manual is built from the Kauffman Foundation s 2004 publication, A Guidebook to Developing the Right Angel Organization for Your Community, which was crafted for a U.S. audience. Many of the decision steps for creating an angel network are the same no matter if you are in the U.S., South East Asia or Sub-Saharan Africa, and much of the guidance holds true in 2013 as it did in However, this international edition recognizes the additional challenges that angels face outside the U.S., particularly in emerging economies, and teases out those problems and potential solutions. Also, globalization and the fast pace of technology have resulted in important new trends in angel investing since This edition will explore how innovations such as networking platforms, diaspora involvement and crowdfunding have grown in popularity in recent years and are helping international angels overcome a host of obstacles. I. Background on Angel Investing: Angel investing is generally defined as the practice of high-net worth individuals investing their own time and money in new businesses with the goal of profiting from the company s long-term growth. The practice of angel investing has existed for centuries and across many cultures, but only began to formalize as an industry in the U.S. in the mid-1990s. Angels are high net worth individuals with considerable business experience. The majority of high-net worth individuals in developing countries tend to invest locally, most commonly in real estate, agriculture, minerals or other natural resource extraction, while some are testing the waters of financing high-growth start-up companies. Globally, most angels fall into two main categories: successful entrepreneurs who want to stay involved with start-ups, and business executives and other traditional investors.

3 Angel investing is important for several reasons. Angels fill the funding gap between what friends and family can offer and what banks, VCs, and Private Equity (PE) firms are willing to contribute. They also provide business knowledge, networks and mentorship to entrepreneurs. Through their investments in start-ups, angel investors contribute to job creation. Research in the U.S. indicates that start-ups provide about 3 million jobs each year. Although it is quite difficult to gather global data on the angel market, research shows that in angel groups invest in 5-20 companies per year 1. In 2012, most deals (67 percent) ranged from $150,000 to $500,000 2, with an average deal size of $341, On average, Angels received 12.7 percent of the investee s equity per deal. Angels typically invest in a wider range of sectors than VCs, although investments in information and communication technology (ICT) start-ups encompass anywhere from percent of all deals 4. Investments in biotech and health companies is also common (roughly percent of deals), as well as investments in clean tech, manufacturing, and finance 5. The angels interviewed for this manual invest in similar industries, but also diversify into other areas such as tourism, agriculture and social marketing. A lack of VCs in a country should not stop an angel group from kick starting its operations, as local angel groups may be able to fill the gaps in follow-on funding if no other options are available. However, all groups do need to be judicious about investments in business models that will require significant follow-on funding. Data on exits and returns in the developing world is much more limited, but angels in developing countries find exists via trade sales, buybacks or by selling shares to other funds, but IPOs are not possible in most markets. Angels in emerging markets face relatively more challenges compared to business angels investing within developing economies 6. Problems such as lack of awareness among angels and entrepreneurs of angel investing and that it is a hands-on process, weak entrepreneurial ecosystems that fail to produce and support innovative start-ups, lack of successful and visible angel investing models to follow, and other challenges are common. There are many advantages to creating or joining an angel group, such as being able to aggregate resources, enjoy more efficient deal screening processes and larger investments, and the ability to share risk. 1 OECD (2011), Financing High Growth Firms: The Role of Angel Investors. OECD Publishing, pg Angel Capital Association Confidence Survey, Jeffrey Solh, The Angel Investor Market in 2012: A moderating Recovery Continues, Center for Venture research, April 25, OECD (2011), Financing High Growth Firms: The Role of Angel Investors. OECD Publishing, pg 54, fig OECD (2011), Financing High Growth Firms: The Role of Angel Investors. OECD Publishing, pg 54, fig Gunawan, Janti, Edmundo Isidro, et a (2012). Business Angel Investing in Emerging Economies: Policy Implications for Southeast Asia. Kauffman Foundation s International Research and Policy Roundtable, Liverpool UK.

4 II. Community Assessment This section walks through a community assessment to understand the nature of an investment community, potential group members and the particular risks that could threaten group sustainability. Assessing the potential angel community: This section looks at the human talent and potential investment capacity of the individuals in your ecosystem. Many angel group founders have commented that identifying wealthy individuals is usually less challenging than finding investors who understand the angel investing process. Trainings for potential members and inviting them to pitch events can demystify the angel process. Assessing the entrepreneurial pool: Identifying the number of potential and existing entrepreneurial companies in your community will give you an idea of the deal flow that your group should expect. A very common problem in young ecosystems is a lack of viable companies and a lack of understanding among entrepreneurs of the role of angels. Assessing the entrepreneurial infrastructure: Investigate the organizations in your community with a specific mission to support and foster the growth of entrepreneurial business, such as incubators, accelerators or other organizations that provide start-up businesses with services and programs. Also reach out to quality educational institutions and visit local events such as competitions, Start-up Weekends, hackathons, etc. Assessing service providers: Having a solid pool of experienced service providers such as lawyers, accountants, marketing professionals is important for helping start-ups get off the ground. Research local undergraduate and/or graduate school programs, optioned-out hightech employees, successful corporate managers or researchers, as well as professionals in legal, accounting, marketing and other services experienced in early-stage company development. Assessing follow-on funding: It is important to think through how additional funding needs will be met before launching your angel group. Evaluate the capacity of your angel group to fund additional rounds of investment and take stock of how many PE firms and VC funds are located in your community or general region. Assessing regulatory environments: It is important to consider how regulations, such as tax and insolvency laws, may affect entrepreneurial or investment activity. In some markets, umbrella organizations represent the angel industry to policy makers. If your country or region does not have an umbrella organization, you can try collaborating with other local angel groups or reach out to entities such as the Angel Capital Association (ACA), the European Business Angel Network (EBAN), and others for resources or guidance. Reviewing your assessment: Your community should have some clear strength, such as viable start-up businesses, in order for you to proceed with your angel network. In places where no angel groups currently exist and ecosystems are young, there will be a bit of a chicken and egg problem. You need viable companies for angel investing to be sustainable, but viable companies may not get started in your community if they do not see a chance to access capital. You and the angels in the group must have a strong vision for how the local start-ups and ecosystem can grow, and be willing to invest in that slow process. Angel groups

5 often fail when there is no leader to drive the implementation or leader lacks vision and persistence, when there is a lack of deal flow, and when then the angel group models are not sustainable. III. Building the Framework for your angel group This section outlines the five main decision steps to setting up your angel group. Determination of Membership & Culture: Identifying and maintaining your group s culture is critical, and the group champion and founding board should spend time discussing and articulating values. Consider how membership numbers will alter the group s dynamics and access to resources. Most groups have members with a mix of backgrounds and professional skills such as management, finance, marketing, human resources, or research, which is beneficial during due diligence. Diaspora links may also help fill gaps in functional expertise or industry knowledge. Traditionally, angels are located close to their investments, but some new models of angel groups have members living abroad and participating virtually. Organizational structure: Manager or executive director-led groups are popular, but some groups are structured so that all members are actively participating (member-led model). Even with active member participation, a manager may still be appropriate, particularly with large groups. Finding the right manager or executive director is critical. The manager should be a leader, coordinator, decision-maker and spokesperson for your angel group. Legal structure: The three most common legal structures are affiliation without formal structure (informal, unregistered entity), non-profit organization, and for profit organization. Informal groups usually work well up to 15 members, when more structure is needed for basic operations. Obtaining financial support for informal groups can be challenging. The nonprofit structure usually facilitates the establishment of banking accounts, hiring of staff, and enhances the group s ability to enter into contractual arrangements. Nonprofit organizations may be tax-exempt if they meet specific requirements. For-profit organizations are generally more complex in operations but offer flexibility and benefits that non-profits cannot provide. This structure works well for angel groups that require an up-front commitment of capital from members and then make investments through the fund (as opposed to individual investments). Investment structure: Members can invest individually (but still share in due diligence), as a group, or through a side car fund. Group investing may have advantages during negotiations. If the group has pledged or committed funds, the investment decision is usually determined by the majority of members. Sidecar funds allow for individuals, groups, and institutions can invest passively alongside angels, and gives angels the ability to invest more money than what the group alone can afford. Funding your angel organization: Most groups utilize several sources of funding for their groups. Membership dues and/or investment pledges are common, as are a percentage of committed capital or pooled funds. Sponsors, such as local businesses and service providers, can also offer meeting space and/or cover the cost of coffee for group meetings, often in

6 return for some type of participation in the angel meetings. Grants from national or local governments can provide some start-up capital, although this is often a short-term solution. IV. Group Operations In many respects, deciding on the structure of your organization is the easy part, as the actual operation of an angel group can pose the most difficult issues. This section will walk you through the following components of group operations Part 1: Launching Group Operations Recruitment: Recruitment of angels typically happens though personal and professional networks, although pitching and networking events are also good places to identify interested individuals. Another way to attract members is by hosting educational events. Communications with members/potential members: Good communication is the key to any successful relationship. Be sure that any of your written materials and/or web site content clarifies the desired member attributes such as skills and background, as well as investment beliefs. Also describe your organizational structure, possible investment expectations, and group philosophy. Backgrounds/Educational Needs: There will likely be some gaps, or missing pieces, which you should identify and seek to minimize through additional education for your members. Hands-on learning through doing deals and informal mentoring by experienced members are valuable learning mechanisms. Periodic intensive training for new members is also helpful, including training on the basics of company assessment, financial and market analysis and management. Time Commitments & meeting structure: A best practice is to meet three to five times a year to look at deals and address any other group matters. Surprisingly, meeting time, format, and content can often be the most difficult points of agreement for members. For anyone who has scheduled meetings or put on events, everyone has different schedules, different interests, and individual circadian rhythms. Be sure to consider how often the meetings will be help, what time of day and the length of the meeting, if members will be able to participate virtually, and other logistical elements. Sponsorship: The group should determine how much the sponsors will be involved. You may want to limit the number of sponsors and clearly articulate the rules for their attendance. Collaboration with other angel groups: Consider reaching out to established angel groups or plugging into international angel networks. You may be surprised at the wealth of knowledge and resources that you can tap into simply by networking. To kick off networking for your group you can reach out to networks such as the ACA, EBAN, or any other professional association of angels to learn about upcoming events and/or networking opportunities.

7 Promotions/Public Relations: For many groups, community awareness or public familiarity is essential for quality deal flow and member recruitment. Angel groups may wish to host an investment forum or participate on various committees. All these activities relate to image and public face. The more that is known of your group s active investment history, the more the group s reputation will be enhanced, and the more new members and good investments will be drawn to the group. Part 2: Identifying Deals and Investing This section walks through the entire investment process, discussing alternatives for each step. Deal sourcing: The main source of deals is generally member referrals. If members are active investors in the community, they will usually have a known reputation and have their own deal sources. Local incubators and accelerators are also a good place to find talent, and possibly local universities. Other sources include investment forums, online platforms such as Angel List and Gust, and service providers, such as lawyers, accountants, and investment bankers. Venture capital funds are another potential source. Deal screening: The screening process provides a mechanism for sorting through application to select only the most promising companies to present their business to the entire angel group. Mangers or members reviewing applications should be experienced in evaluation of early-stage companies. Duties may include interviewing the entrepreneur to obtain needed additional information as part of the evaluation process. At this stage, entrepreneurs should submit only short executive summaries to make the process uniform and efficient. o Platforms: Online platforms are a popular tool for angel investors because they can streamline group operations and help fill gaps in local ecosystems, such as access to deal flow and other investors. There are platforms to facilitate fundraising, managing the deal process, facilitating mentorship, and to build communities and share educational materials. Most of these platforms offer reasonable monthly or annual costs, with tiered pricing and services. o Crowdfunding: There is some debate about how angels can utilize this tool. One possible scenario is that angels will use crowdfunding as way to measure demand for a product or service. Crowdfunding is still a nascent phenomenon that exists mostly in the developed world. Good legal frameworks and systems are necessary to protect investors, and small business regulations should be updated accordingly. Coaching: Coaching the selected businesses can make a significant difference in ensuring that companies present the right information, in an effective format, using their best representatives. Some groups give presenting companies exact instructions on what to include in their presentation and meeting handouts. Company presentations: Many groups have company presentations at regular group meetings. Typically, two to four companies present for a limited time frame (ten to fifteen minutes), followed by a short question-and-answer session (five-to-ten minutes). After the presentations, many groups ask the companies to step out of the room for group discussion of investment interest. This group-only discussion times serves a greater purpose than just a determination of go or no-go for presenting companies.

8 Due diligence: Due diligence can be the most complicated and time-consuming part of angel investing. Good due diligence can make all the difference in a positive return on investment. While this guidebook does not intend to provide technical guidance on due diligence sample due diligence questions and a checklist are provided in the appendices. Due diligence focuses on important characteristics of the entrepreneur and the company, such as, corporate structure and governance, financial assumptions, competitive landscape, management team, and much more. Investment terms and negotiations: A comprehensive lesson on the differences between debt and equity, common versus preferred stock, or the multitude of possible investment terms are not within the scope of this Guidebook. Angel groups around the world usually provide their members with fairly lengthy investment training sessions on terms, which can seem complicated to the new investor. This guidebook provides sample term sheets with investorfavorable vs. company-favorable terms and annotations that are very comprehensive. Liability and risk exposure: With any structure in which members make independent investment decisions, there should be a strong disclaimer of organizational liability. The disclaimer should indicate specifically that each member makes his or her own investment decision and that the organization is not recommending any particular company for investment. Part 3: Follow-On Relationships and Activities Board seats: Taking the lead position in a funding round provides leverage to request a board seat or board-observation rights. The decision to taking a board seat depends on fit with existing board members, skills needed on the board, investor recognition of the increased time commitment, and possible increased liability exposure as a director. Access to information: All angel investors should insist on information rights, which include access to annual financial statements and annual reports. Some investors ask for management visitation rights, and other request additional information, such as all business plans, quarterly financials, and annual operating plans. Tracking of investments: Individuals and groups should have a list of information categories that are periodically analyzed. Groups should have a reporting system for sharing this information with the entire group. Organizations may even wish to periodically survey companies, members, and selected members of the public about group perceptions, company experiences, and member satisfaction. Mentorship: In many ways, the mentorship that angels provide to entrepreneurs is more valuable than any financial investment. By helping start-up founders understand and validate their markets, connecting them with new sales channels, or generally guiding them through the ups and downs of being an entrepreneur, angles can improve the likelihood that the businesses will grow and generate returns for the investors.

9 Follow-on financing: A major aspect of angel relationships with start-ups is securing follow on financing and planning for eventual exit by investors. Whether it is internal resources or searching for new funders in the community, it is the responsibility of the early angels to research and network alternative funding forces until the company reaches cash break even. Exits: The most common exit for a start-up is that it fails, in which cases investors can lose their entire investments. However, if a start-up is successful, there are several ways exits can happen, such as trade sales/acquisitions, fund acquisitions, buybacks, dividends or royalties, or initial public offerings. Exits in emerging markets are not well researched, but it is becoming more common to see acquisitions of emerging market start-ups by global industry leaders, especially in technology and health care. Legal concerns: Some angel groups operate in countries that lack investor protections or strong judicial systems to uphold the rule of law. Investors are at risk of losing their money to entrepreneurs who fail to hold up their end of a contractual agreement. Contracts and agreements can be effective in these contexts, as long as investors are willing to commit time to developing relationships with entrepreneurs and providing oversight. Measuring success: Your group should have several metrics that make since in your local context and which do not speak solely to financial returns, as it could take years before you see any financial benefit from your investments. If your group has a socially-focused mission to support your community, you can also measure the number of entrepreneurs that are getting funding and their ability to grow companies and create jobs. Whatever your goals, it is good practice to identify what success will look like for your group. Summary As with the Building the Framework part of this Guidebook, stay nimble and willing to accommodate your group s changing needs. This means good up-front development with contingency planning. But most importantly, have fun. Enjoy the entrepreneurs you chose to work with or invest in, enjoy the investment process, and enjoy spending time with your group members.

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