The mirror is a worthless invention. The only way to truly see yourself is in the reflection of someone else's eyes.
Voltaire
What do you call an investment manager who will only invest a minimum of $50 million? Your best friend.
That's a joke, sort of. But if you're going to seek out an investment, you may as well seek out those who can invest a significant amount of money. After all, it takes almost as much work to secure $15 000 as it does $15 million, so you may as well focus your efforts and go for gold at the start.
The first thing they are going to ask for is some information about the business. You'll remember from Chapter 8 that the document they'll want to see is the information memorandum (IM).
The IM is where you get to set out your vision for the business and why someone should invest in you. It's a very important document and any competent investor will ask for it, review it carefully, get their lawyers and accountants to pore over it as well and hold you to account.
It's the document that summarises your dream and it tells investors (and your banker) what the business will do, what it will sell, who to, for how much, why it's different from others, what's in it for them to invest — and much more.
When I started out, I had no idea what an IM was. I made a few mistakes and lost a bit of money because of that. I do things differently now and the IM is at the heart of every investor pitch I make. It's also the starting point for when I invest in a business.
The IM serves many purposes. It's there to help you and your team keep track of what you're doing, but it's a very important document that shows the bankers and investors what you're up to, what you've got in store and if you're worth investing in. It tells your story.
It's also a document that helps get people excited about what you plan to do. It's where your dreams and visions are recorded; it's where your passion and love for the business you're about to build come alive and it's where you get to share all that enthusiasm with everyone around you. You'll definitely need the input of your accountant and lawyer to bring this plan to fruition, but it's worth the investment. One good plan could generate millions in investment so take the time and effort to make it both accurate and attractive.
If you're selling a business, or sourcing investors, here's a starting point for what you need to put in your IM so that you increase your chances of success.
The IM has seven main components:
While all investors are not the same, what they have in common is they want to know who's running the business. (That's you, by the way.) You're the leader here, even if it's just you (and your cat). If the business has no track record, sales, clients or history, then they'll be very keen to know more about you since that's who they'll be investing in. They'll want to know about your passion for the product, your experience in the industry and why you love working in that sector. They'll also want to know about your past experiences: your successes, failures, the risks you've taken, the challenges you've faced and the strategies you've applied to deal with those challenges.
If investors are nervous investing with you, or they don't know you well enough to trust you, you can use your past success stories to flag how you'll deal with future challenges. They need some form of comfort to get them over the line, and showcasing how you've dealt with problems in the past can be the ticket to success. Have your stories ready to go as you'll never know when you need to tell them.
I recall a time when I was doing a national roadshow to raise money for the pub fund. I was meeting with a raft of family offices and high-net-worth individuals, but it didn't go to plan.
Whether you're pitching for investor funds or interviewing for a role, show some passion. Don't be afraid to show enthusiasm. I've often interviewed staff for a new role and while internally they're keen to win it, the enthusiasm hasn't reached their face. As a result, they come across as too cool for school, ambivalent about their desire to work with us and almost nonchalant as to whether they get the job or not. While no-one expects you to be doing somersaults to showcase your passion for the job, we do want to see enthusiasm, interest, passion and energy for the job we're offering. It's the same when you're pitching for investors. They want to know you're excited to have them on board, that they matter and that you will work hard for them.
As counterintuitive as this may seem, don't be afraid to talk about past failures because most sophisticated investors know that success is often born from failure. Having said that, don't go bragging about your failures because that won't impress anyone. But if you get asked about the failures you've had, don't say ‘none' because it's probably not true, and if it is, it won't win you any kudos from the investors as they'll think you're too green to manage their money.
If you do need to talk about your failures, frame them positively as a learning experience and be clear about how you'll bring those lessons to this new endeavour. Some investors will only invest in business owners who have already failed. A famous Australian entrepreneur, the founder of a billion-dollar tech firm, spectacularly lost $20 million of investors' money on one of his earlier forays. His future investors were happy with that result (mainly because it wasn't their money) because they knew they'd benefit from that $20 million ‘education'.
In addition to knowing about you, investors will also want to know who's in your team. They'll want to invest in a strong management team with a good track record in their industry. If you have a team, this is what they'll want to know:
This is where you describe the physical asset of what you're offering. For us, this is where we describe the actual hotel or pub we're buying or renovating. Our investors need to know the location, the physical size of the property, how many people it seats, the number of bars, accommodation rooms, gaming machines, what local infrastructure is nearby (shopping centres, movie theatres, football stadiums, schools, etc.), the car park capacity, and so on. We'll also discuss the developments in the area, such as new housing developments, road constructions and freeway extensions.
If you're fundraising to finance a renovation or refurbishment, describe the plans you have and, if possible, include any drawings or renderings from the architect as this will make it easier to sell your proposition. You should also include a set of financials that detail the extra sales, revenue and profit that the renovation will generate.
This part of the plan is where you list all your financials, such as your profit and loss statements, balance sheets and also projections. They'll want to know the detail behind your sales projections, revenue, expected returns and the time frames for these returns.
You would have done some projections with your accountant on what the business will make and from this you will work out what you can comfortably pay investors.
While it's tempting to get ahead of yourself and get excited about the potential, it's always best to under-promise and over-perform. Investors like to know what they're getting into and it's easier to manage an investor who has received the return they expected than to justify why you didn't reach the expectation you promised. Be conservative.
If you aren't already acquainted with your profit and loss statement and balance sheet, ask your accountant to take you through it — or even better, enrol in a short course at TAFE or with the local council and learn the basics of how to read your financial statements. It'll be money well spent.
Here's a sample profit and loss statement. Generally speaking, it's good to provide three years' worth of projections.
Gross profit | $620 000 |
---|---|
Gross profit % | 62.00% |
Other income | |
Accommodation income | $22 000 |
Commissions | $30 000 |
Gaming income | $345 000 |
Miscellaneous income | $3 000 |
Rebates | $27 000 |
Total other income | $427 000 |
TOTAL INCOME | $1 047 000 |
Operating expenses | |
Administration costs | $33 000 |
Employment costs | $390 000 |
Financial and legal expenses | $10 000 |
Occupancy costs | $54 000 |
General expenses | $280 000 |
Total operating expenses | $767 000 |
Earnings before interest, tax and depreciation | $280 000 |
A word from the wise: factor into your plan any contingency that could impact the plan so that if it does happen, you're prepared. A leaky roof, litigation, floods or fire can all have a massive impact on your cash flow, disrupt trade and reduce your ability to meet your financial goals and upend your projections. The cash flow required to get through these events needs to be factored into your financials. Yes, you hope they don't happen, and on balance, they won't, but what we want and what actually happens are two different things. If you want to sleep easy at night, keep your investors happy and minimise surprises, nominate the contingencies, cost them out, factor them in so you can put them out of your mind and put your energy into focusing on growing the business.
There are many ways to structure your business. This must be done with the input of your accountant as they can see the benefits, costs and risks of the various structures. The structure you decide on will be determined by the stage of growth you're at. For example, if your business is expanding rapidly and you generate more than $2 million within a 12-month period, this may trigger certain corporate laws and may mean you need a trustee. If you have more than 20 investors, you may also need a trustee, so make sure you engage an accountant and a lawyer who can give you the best advice for your situation.
Investors don't like surprises. Any. Ever. Especially when they impact their return on investment. That's why it's vital that you outline any and all risks that they may face if they invest with you at the start. It could be legislative changes, increased competition in the area, a new tax or even a pandemic! (Who saw that coming?)
One of the fastest ways to work out what might go wrong is to focus on the riskiest assumptions. These are the factors that could send you reeling. We use our pre-mortems to identify them and then work backwards to see how we can mitigate this risk. Here are a few events we cover off when conducting our pre-mortems:
It's worth documenting the risks your business faces. You'll need to account for them in an investor pitch at some point so you may as well get brainstorming now.
A lot of my mates work in the start-up sector and have to deal with these kinds of riskiest assumptions:
These are just a few of the scenarios worth planning for so you can put your best foot forward, secure those investors with confidence and have the highest chance of succeeding.
Some investors will want to know how you dealt with COVID-19. Have your stories prepared. Few industries have suffered more than hospitality and events. But now that we're living with it, I work hard to share with my investors how we're managing it. They're worried about how their investment will be impacted so we need to keep them fully informed of what we're doing now, and what we plan to do moving forward. We can't change the fact we have COVID in our midst, but what we can do is be on the front foot to ensure they know what we're doing to protect their investment.
While you'll never want to actively reject investment or decline the opportunity to build your business quickly, sometimes it's better to expand slowly so that you're educating yourself on the do's and don'ts as you grow. On the other hand, if you have an aggressive time frame for expansion and domination, and you don't have the requisite experience to manage that growth and all it entails, make sure your advisors are briefed correctly and understand your growth strategy so they can help you make the right decisions.
This is the document that seals the deal. If the investor is keen to proceed, this is the document they complete to indicate their intent to invest, how much they want to invest, how they can transfer the funds, the key dates they need to be aware of, contact details for us and our team — and much more. Once the funds have been received, you will need to send the investor a Share Certificate that summarises how many shares they have bought and a timeline for completion of the transaction.
Take note of Murphy's law here and know that this process will take longer than you think, cost more than you think and be more complicated than you think, so give yourself plenty of time to make it all come together.
As we've seen, it takes as much effort to secure a small investment as a large investment, so if you're going to seek out an investment, go big or go home. Think big, dream large and ask for as much as you think your investor can afford because the paperwork, the meetings and the responsibilities that you will undertake will be the same no matter how much they put in. In some ways, taking a small investment from an investor can be more of a headache than taking a big investment. Some investors can tend to overstate their importance, want to get involved with the day-to-day running of the business or expect rights and responsibilities that are not deserving of that level of investment. Set the rules from the outset and let them know what you'll be reporting and when. Try to seek out larger investment amounts because it will mean you have to report to fewer investors and can focus on doing the work that needs to be done, which is growing the business.
There's other documentation you can provide that will demonstrate to the investors or buyers that you know what you're doing, take the process seriously and understand the gravity of what is at stake.
You may want to send your potential investors a non-disclosure agreement (NDA) to protect any intellectual property that you own and to deter those who hear your ideas from stealing them. It can feel awkward to ask a high-net-worth individual to sign a document to protect your idea, but you must treat your idea with respect, no matter how fledgling it may be.
Most sophisticated investors are familiar with NDAs, don't have an issue with signing them and may potentially respect you for having the confidence to back yourself and take steps to protect your idea. After all, if you're asking them to invest their money in your idea, they want to know that you're being prudent in protecting the very thing that will deliver them a great return. You can find a standard NDA on the internet, but like most legal documents, you get what you pay for, so take the time to run it by a legal professional to ensure you're protected. That's why people pay lawyers: it buys you protection and shifts the burden of responsibility onto the lawyer to ensure that you're being protected. (By the way, try not to send a 30-page NDA to the investor. That will just annoy them and flag that you're a novice at this. Two or three pages should be sufficient.)
The constitution is the playbook your investment vehicle must play by. You'll recall from chapter 2 that the constitution I had with my fund was faulty and nearly cost me my business, so I had to change it. I needed 100 per cent of the investors to vote on any expenditure, which was clearly unworkable because we would have needed to get approval for even the smallest of purchases. If an investor had said ‘no' to a change, that would have put the fund, and me, in a very difficult position. They could prevent the fund from making progress or even ask to be bought out at a higher price, creating a stalemate and freezing the fund from expanding.
Someone needs to run the company and that someone is probably you. As the managing director, you'll need to be paid a fee to run the company and be accountable for a whole range of performance measures. This agreement is often called a management contract; it's made between you and the board of directors and will include the following:
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