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In November 2003, John Fruehwirth, a principal at Allied Capital, was considering a $20 million mezzanine investment in growth capital for Elephant Bar, a California restaurant chain. Elephant Bar had had some initial success in California but now Allied's investment committee had to wrestle with the question of whether the restaurant concept was strong enough to travel and become a national brand or whether it was mainly a "California Concept." And if the concept was strong enough to travel, would Allied Capital be able to meet its underwriting standards? Because Elephant Bar is a company with aggressive growth plans, it is significantly riskier than traditional mezzanine investments. The case can be used in courses on venture investing to illustrate another funding source available to young companies. Traditional mezzanine financing is often used to provide a portion of the funding for late-stage investments, such as leveraged buyouts. The case can also be used in courses on private equity to illustrate the perspective, risk mitigation strategies, and return expectations of mezzanine investors. This case has a teaching note and a spreadsheet, which are available to registered faculty members.

The "TRX, Inc.: Initial Public Offering" case provides comprehensive coverage of a firm's decision to undertake an initial public offering (IPO) and the process of going public. The case follows the sequence of events from the company's incorporation in 1999 through the completion of an IPO in September 2005. In addition to raising capital, the TRX IPO case also includes consideration of another motivation for going public. At the time of its incorporation in November 1999, TRX attempted to go public but in the ensuing dot-com collapse, the IPO was never completed. In response to the failed IPO, TRX president and CEO, Trip Davis, turned to strategic investors to raise $20 million in a note convertible into equity at $11 per share. Although Davis had hoped the strategic investors would provide guidance and business opportunities for TRX, they never materialized. By 2004, he had come to believe that the largest strategic investor, Sabre, Inc. was not working in TRX's best interest. Thus, the IPO is motivated by a twofold purpose: to raise money and to provide for a strategic reorganization of the firm's ownership structure.

The "TRX, Inc.: Initial Public Offering" case provides comprehensive coverage of a firm's decision to undertake an initial public offering (IPO) and the process of going public. The case follows the sequence of events from the company's incorporation in 1999 through the completion of an IPO in September 2005. In addition to raising capital, the TRX IPO case also includes consideration of another motivation for going public. At the time of its incorporation in November 1999, TRX attempted to go public but in the ensuing dot-com collapse, the IPO was never completed. In response to the failed IPO, TRX president and CEO, Trip Davis, turned to strategic investors to raise $20 million in a note convertible into equity at $11 per share. Although Davis had hoped the strategic investors would provide guidance and business opportunities for TRX, they never materialized. By 2004, he had come to believe that the largest strategic investor, Sabre, Inc. was not working in TRX's best interest. Thus, the IPO is motivated by a twofold purpose: to raise money and to provide for a strategic reorganization of the firm's ownership structure.

Student spreadsheet for case UV1191.

Concierge Club is an early-stage company looking to raise $6 million of additional funding in a Series A financing in December 1999. Mary Naylor, the founder and CEO of Concierge Club, is a dynamic and energetic leader who has previously received backing from a Washington, D.C.-based angel investor group. She established her business in 1987 as an on-site "brick and mortar" concierge service providing concierge services to commercial office buildings, residential buildings, and corporate headquarters. With the subsequent growth in on-line technology, Naylor is seeking funding in 1999 to become the "first nationwide concierge service to offer full Internet capabilities to companies seeking to offer these services as a customer or employee benefit." The case includes materials from Concierge Club's business plan and pitch to investors, which allows students to assess the reasonableness for her forecasts, the level of competition, the adequacy of the $6 million in funding, and the value of the company. A key issue is whether the company can perform on the national level with a service based on exceptional local knowledge and assistance. The case is designed as a negotiation exercise in which teams of students are assigned to play the role of investor and entrepreneur (Naylor).

Alice Handy, an investment professional with 30 years' experience as head of the University of Virginia Investment Management Company, has opened a new asset management firm targeted at midsize endowments and nonprofit institutions in January 2004. Her business, Investure, LLC, offered outsourced investment services to institutions with $150 million to $1 billion in assets and access to top-performing managers at lower cost than a fund of funds (FoF). Smith College, a prestigious liberal arts college with a nearly $1 billion endowment, is interested in increasing its current allocation to private equity. Handy and her partner are preparing to meet with Smith's trustees in an attempt to win Smith College as Investure's first client. The case presents three different approaches to private equity investing: direct investment through a traditional limited partnership, investment through an FoF, or investment through Investure's outsourced model. The class discussion presents an opportunity to evaluate advantages and shortcomings of each approach, introduce key terminology, and discuss the current trends in the private equity market. Students are given the cash inflows and outflows for a representative investment in a venture capital fund of the type Handy hopes to invest in on behalf of Smith College. The main analytical task requires students to evaluate the expected gross and net returns generated by the representative investment under each of the different approaches and fee structures.

Alice Handy, an investment professional with 30 years' experience as head of the University of Virginia Investment Management Company, has opened a new asset management firm targeted at midsize endowments and nonprofit institutions in January 2004. Her business, Investure, LLC, offered outsourced investment services to institutions with $150 million to $1 billion in assets and access to top-performing managers at lower cost than a fund of funds (FoF). Smith College, a prestigious liberal arts college with a nearly $1 billion endowment, is interested in increasing its current allocation to private equity. Handy and her partner are preparing to meet with Smith's trustees in an attempt to win Smith College as Investure's first client. The case presents three different approaches to private equity investing: direct investment through a traditional limited partnership, investment through an FoF, or investment through Investure's outsourced model. The class discussion presents an opportunity to evaluate advantages and shortcomings of each approach, introduce key terminology, and discuss the current trends in the private equity market. Students are given the cash inflows and outflows for a representative investment in a venture capital fund of the type Handy hopes to invest in on behalf of Smith College. The main analytical task requires students to evaluate the expected gross and net returns generated by the representative investment under each of the different approaches and fee structures. This case was written for an early class in courses on entrepreneurial finance, venture capital, or private equity. It can also be used in specialized courses for fund trustees interested in alternative assets.

In July 2004, J.P. Morgan Partners (JPMP), the private equity arm of JPMorgan Chase & Co., was in the midst of formulating the final terms of a public-to-private buyout proposal for AMC Entertainment Inc. (AMCE), a publicly traded movie theater company.

In July 2002, an investment banker advising Deluxe Corporation must prepare recommendations to the company's board of directors regarding the firm's financial policy. Special considerations are the mix of debt and equity and the maintenance of financial flexibility.

Spreadsheet supplement for case UV1388.

This note covers several frequently used methods to value early-stage companies and discusses some of the issues and difficulties encountered more generally in valuing privately held assets. The basic assumptions underlying the venture capital and the discounted cash flow methods of valuation are discussed in detail. In addition, the note attempts to provide some direction in making the appropriate trade-offs between the guidance provided by financial theory and the practical limitations posed by an illiquid asset class. A numerical example is given to highlight the key differences between the techniques.

In late 2004, a cashed-out entrepreneur in the health sciences decides to pursue private-equity angel investing as a means to fulfill her professional, financial, and personal objectives. Jocelyn Chang investigates three different types of angel organizations: the Band of Angels, Tenex Medical Investors, and the Washington Dinner Club. As part of her research into private-equity investing, she explores recent (postbubble) developments in both angel investing and the venture-capital industry.

In November 2000, Kohlberg, Kravis, and Roberts (KKR) purchased Rockwood Specialties, Inc., a specialty chemicals company, in a $1.2 billion buyout. Spurred by the favorable market conditions in the first half of 2003, KKR was contemplating refinancing its buyout debt in June 2003. Merrill Lynch, its underwriter, proposed to refinance the earlier funding, in part, with a $375 million issue of senior subordinated notes. Although there had been a favorable interest-rate environment and a strong volume of debt issuance in the first half of 2003, the Rockwood offering still posed some significant challenges. First, it was a first-time issue by a privately held company. Second, KKR's motivation for the offering and the complex financial structure surrounding it had resulted in a preliminary credit rating of Caa from Moody's. Students are asked to evaluate and price the high-yield issue. The case discusses how credit ratings, market conditions, and organizational structure affect bond yields. There is a brief history of how the high-yield market evolved from the mid-1980s through 2003.

The typical term sheet for a venture-capital investment contains a host of contract provisions designed to protect the value of an investor's capital. The purpose of this note is to focus on a few key terms (namely, antidilution, liquidation preference, dividends, redemption, and control rights) and to discuss the ways in which these terms may be made more investor-friendly or entrepreneur-friendly. The terms discussed in this note are widely regarded by practitioners as having the greatest ability to affect the economic returns for the parties involved in an early-stage investment. At the end of the discussion of each term, a chart highlights the various ways in which these terms may be structured. The examples, though not meant to be exhaustive, offer a perspective on the various ways a term might be worded in order to confer different rights on the parties.

This case examines the use of an American Depositary Receipt (ADR) program in the context of an overall restructuring plan that students are asked to evaluate. A New Zealand-based conglomerate's stock in recent months has underperformed in the New Zealand market. Analysts have begun to speculate that the company suffers from the well-known "conglomerate discount." In June 2000, in an attempt to improve the situation, Deutsche Bank Alex Brown (DBAB) is asked to conduct a strategic review of the company.

In November 2002, a California state court required the California Public Employees' Retirement Systems (CalPERS) to publicly report its returns on private-equity investments. This case examines the controversy surrounding the disclosure of private-equity returns mandated by this court decision. It includes discussions of the reaction of general and limited partners and the issues surrounding the sizable amounts of pension money invested in alternative investments. The CalPERS decision dovetailed with efforts by the Association for Investment Management and Research (AIMR) and the British and European Venture Capital Associations to reach greater agreement on disclosure standards in reporting the results of private-equity investments. The case details one set of standards, AIMR's Global Investment Performance Standards (GIPS), which would become effective January 1, 2005. Students are asked to calculate the proposed metrics for a typical fund and assess their usefulness to a prospective investor. More broadly, the case addresses the type of information necessary to properly benchmark private-equity returns and the consequences of this type of disclosure to the industry.

In November 2002, a California state court required the California Public Employees' Retirement Systems (CalPERS) to publicly report its returns on private-equity investments. This case examines the controversy surrounding the disclosure of private-equity returns mandated by this court decision. It includes discussions of the reaction of general and limited partners and the issues surrounding the sizable amounts of pension money invested in alternative investments. The CalPERS decision dovetailed with efforts by the Association for Investment Management and Research (AIMR) and the British and European Venture Capital Associations to reach greater agreement on disclosure standards in reporting the results of private-equity investments. The case details one set of standards, AIMR's Global Investment Performance Standards (GIPS), which would become effective January 1, 2005. Students are asked to calculate the proposed metrics for a typical fund and assess their usefulness to a prospective investor. More broadly, the case addresses the type of information necessary to properly benchmark private-equity returns and the consequences of this type of disclosure to the industry.

Spreadsheet for case UV2370

This technical note describes the basic features of a new type of security called Private Investments in Public Equities (PIPEs). Increasingly public companies in need of financing are raising capital through private equity investors via PIPEs.