CHARLA UDEC LEVANTAMIENTO DE CAPITAL I

Claudio Dufeu S. [email protected] Agenda

Investment Thesis

Valuation Fundamentals

Investment Deck Investment Thesis 5 Essential Elements that Lead to Success

IDEAS TEAM BUSINESS MODEL FUNDING TIMING Company Successes and Failures

10 9 8 6 10 8 9 5 4 9 8 10 7 7 10 9 8 5 6 9 8 10 5 7 8

4 5 6 10 4 4 5 6 10 4 3 5 7 10 5 3 4 5 8 5 8 5 4 6 6

IDEAS TEAM BUSINESS MODEL FUNDING TIMING Top 5 Factors in Success Across More Than 200 Companies

TIMING 42%

TEAM I EXECUTION 32%

IDEA “TRUTH” OUTLIER 28%

BUSINESS MODEL 24%

FUNDING 14% Investment Thesis Fundamentals – Founder Perspective

 Concept

 Product

 Functional Prototype

 Early Users/Customers

 Profitable Unit Economics?

 Scalable Cost Acquisition?

 Profitable Business

 Investors

 Scalable Organization

 Exit / Liquidity? 500 Start Ups: Investment Thesis Example ...

Angel Pre – Seed Seed Post – Seed Series A / B Growth

Selection Criteria – Data Driven Process Based on Pre-defined Metrics . Product or service solves a problem for a specific target customer . Capital-efficient business; operational at less that $1M in external financing . Scalable internet-based distribution (search, social, mobile) or proven ability to scale sales . Functional prototype required before investing (or previous product success) . Measurable traction: engaged users, some revenue, and attractive unit economics . Cross-functional team with design, engineering and marketing expertise vs. VC Valuations

1. NPV vs IRR 2. Capex 3. Working Capital 4. Scaling up 5. Dividends 6. Discount Rate 7. 8. Multiple Round Financing 9. Mezzanine Finance 10.Capitalization table Investment Deck Sources of Financing by Stage

Founders Co - Financing Market

FOUNDER FUNDS VENTURE PRIVATE FRIENDS / FAMILY CAPITAL EQUITY ANGELS I SEED FUNDS FUNDS FUNDS GOBERMENT SUBSIDIES

Seeed Start-up Early Rapid Maturity Growth Growth Sources of Financing by Stage

Founders Co - Financing Venture Capital Market

FOUNDER FUNDS VENTURE FONDOSPRIVATE FRIENDS / FAMILY CAPITAL PRIVATEEQUITY ANGELS I SEED FUNDS FUNDS EQUITYFUNDS GOBERMENT SUBSIDIES

Seeed Start-up Early Rapid Maturity Growth Growth Return Requeriments

Stage IRR Investment Period Seed and Startup 50 – 100% More than 10 First round 40 – 60% 5 – 10 Second Round 30 – 40% 4 – 7 Expantion 20 – 30% 3 – 5 Bridge and Mezzanine 20 – 30% 1 – 3 LBOs 30 – 50% 3 – 5 Turnarounds 50 + 3 – 5 Main Challenges

The main challegences that start ups face in early stage in emerging markets are as follows:

Scalable Main Challenges

The main challegences that start ups face in early stage in emerging markets are as follows:

Local Investor Market Main Challenges

The main challegences that start ups face in early stage in emerging markets are as follows:

Investment Amount Main Challenges

The main challegences that start ups face in early stage in emerging markets are as follows:

Investment Period Main Challenges

The main challegences that start ups face in early stage in emerging markets are as follows:

Exit Strategy Main Challenges

The main challegences that start ups face in early stage in emerging markets are as follows:

Return Requeriment Main Challenges

The main challegences that start ups face in early stage in emerging markets are as follows:

Use of Funds Main Challenges

The main challegences that start ups face in early stage in emerging markets are as follows:

Term Sheet Top Factors for Capital Raise Process

During capital raise process, several factors impact the availability of financing alternatives as well as valuation expectations:

 Investor risk perception  Investment amount and previous valuations

 Investor return requirement  Stage of development

 Achievements and milestones  Founders vision, objetives and control

 Growth projections  Negotation power from founder perspective

 Business potential and timing for exit  Terms and covenants required by investors Deck Components

Investment Deck Investment Structure

 Pitch  Valuation Fundamentals

 Teaser  Term Sheet

 Book  Data room

 Due diligence I Gestión Financiera Pitch

Company purpose Define your company in a single declarative sentence

Problem Describe the pain of your customer. How is this addressed today and what are the shortcoming to current solutions. Solution Why is your value prop unique and compelling

Why now? Timing? Always have a clear why now?

Market Identify your customer and your market. Invent your own market.

Competition I Alternatives How are your direct and indirect competitors.

Business Model Convert in 2x

Team Tell the story of your founders and your team members.

Financials If you have any, please include.

Vision If all goes well, what will you have built in 5 years? Teaser I Book

1. Business Opportunity 2. Potential Market 3. The Team 4. Company 5. Service I Product 6. Business Model 7. Growth Plan

8. Financial Fundamentals

9. Investment Proposal Financial Fundamentals

1. Revenue Projections 2. Cost – Margin Structure 3. Financial Statements 4. Capital Requirements 5. Funds Financing 6. Sensitivity Analysis

7. Scalable Metrics 8. Key Economic Metrics Investment Proposal

1. Pre Money Valuation 2. Investment Amount 3. 4. Term Sheet - Share preferences (Conversion I Liquidation) - Corporate governance (SM I BoD)

5. Expected Return (Multiple) 6. Exit strategy Exit Strategy

1. Rational for Acquisition

2. Timing for Exit

3. Potential Acquirers

4. Previous Transactions

5. Valuation Methology

6. Valuation Fundamentals

7. Term Sheet Exit Preferences Valuation Fundamentals Programa Empresas Emergentes APPROACHES OTROS CAPITAL RIESGO MÚLTIPLOS FLUJO FLUJO CAJA Top 3 Factors for Valuation Generation from Founders Perspective

Valuation

Funding

Growth Investment Thesis – Growth

62% $ 7,5 MM

62% $ 1,0 MM

38% $ 4,5 MM 38% $ 0,6 MM

Revenues $1 MM 5 years Market $50 MM Revenues $ 5 MM

EBITDA $ 2 MM Múltiple 6 x Firm Value $12 MM Investment Thesis – Funding

IRR 50% IRR 50% 14% $1,7 MM

31% $3,8 MM $0,5 MM

36% $0,5 MM 55% $6,5 MM

64% $0,9 MM

Revenues $1 MM 5 years Market $50 MM Revenues $ 5 MM

EBITDA $ 2 MM Múltiple 6 x Firm Value $12 MM Investment Thesis – Funding

33% $3,8 MM

$0,5 MM

33% $0,5 MM

67% $7,7 MM 67% $1,0 MM

Market $50 MM Revenues $1 MM 5 years Revenues $ 5 MM

EBITDA $ 2 MM Múltiple 6 x Firm Value $12 MM Equity Value $11,5 MM Investment Thesis – Funding

33% $4,0 MM

33% $1,0 MM

67% $8,0 MM 67% $2,0 MM

Revenues $1 MM 5 years Market $50 MM Revenues $ 5 MM

EBITDA $ 2 MM Múltiple 6 x Firm Value $12 MM Investment Thesis – Valuation

47% $7,5 MM

47% $1,0 MM

53% $1,1 MM 53% $8,5 MM

Revenues $1 MM 5 years Market $50 MM Revenues $ 5 MM

EBITDA $ 2 MM Múltiple 8 x Firm Value $16 MM Investment Thesis – Funding + Valuation

IRR 30% IRR 30% 3% $0,5 MM

12% $2,0 MM $0,25 MM

13% $0,5 MM

85% $13,25 MM 87% $3,0 MM

Revenues $1 MM 5 years Market $50 MM Revenues $ 5 MM

EBITDA $ 2 MM Múltiple 8 x Equity Value $15.75 MM Early Stage Financing Mezzanine Finance

An “hybrid” is a financial instrument that shares some characteristics (risk I return) from debt as well as from traditional equity (). Mezzanine Finance

SENIOR DEBT & ASSETS BACKED LENDING

SUBORDINATED DEBT

CONVERTIBLE NOTE MEZZANINE FINANCING

PREFERRED STOCKS

EQUITY Convertible Note

DISCOUNT VALUATION INTEREST CONVERSION CAP RATE

ACCELERATION PRO RATA LIQUIDATION RIGHTS PREFERENCE TABLA DE CAPITALIZACION Tabla de Capitalización

SAMPLE CAPITALIZATION TABLE (“CAP TABLE”)

ESTABLISH COMPANY ADD EMPLOYEES, ADVISORS SEED ROUND OF FINANCING

UNITS OR % UNITS OR % UNITS OR % SHARES SHARES SHARES FOUNDER 10,000 100% 10,000 94,0% 10,000 73,6% EMPLOYEES 530 5,0% 530 3,9%

ADVISORS 110 1,0% 110 0,8% SEED INVESTORS 0,0% 2,956 21,7%

TOTAL 10,000 100% 10,640 100% 13,596 100%

UNITS PRIOR TO INVESTOR ROUND 10,640 VALUATION PRIOR TO INVESTOR ROUND $ 900,000 PRICE PER SHARE / UNIT $ 84,59 SEED INVESTMENT ROUND $ 250,000 SHARES / UNITS SOLD IN ROUND 2,956