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融资尽职调查制胜秘诀:主动出击

Brad Svrluga 2011年11月24日

如果想在专注于企业经营的同时取得最佳融资结果,就得了解这些东西。

    这篇文章在我脑海里已酝酿有一段时间了,当我读到罗杰•艾伦伯格关于企业家应如何管理融资过程的妙文时,终于忍住不把它提笔写了下来。如果我俩是在合作撰写融资系列的文章(罗杰,你意下如何?),下文或许可以称之为“系列之二”或“之三”。所有有意融资的人都应把埃瑞克•帕雷的《说服投资人的技巧》(Conviction)作为必修的背景材料读一读。

    罗杰的文章很好地阐述了如何把握时机,处理投资者们的种种要求。这些很重要,如果想在专注于企业经营的同时取得最佳融资结果,就得了解这些东西。但企业对融资的筹划和运作也完全可以提升到另一层面,即使尽职调查过程以我为主,而不是被投资者五花八门的要求牵着走。

    我曾在谈判桌的两端见证过几百宗融资过程,我发现,融资显然有模式可循。其中一种比较麻烦且耗时的模式是在这个过程中——我得告诉你,过程还算是个善意的用词,风险投资人常常需要推动企业才能完成这个过程——投资者对某家企业相当感兴趣,但是需要不断克服各种障碍,经过漫无目的地摸索,才能找到足以打消顾虑的因素。这个阶段可能会浪费大量的时间。而在我看来,这种浪费往往毫无必要。

    那么,作为企业家,如何才能加快这个过程呢?简单地说,我建议可以预先请教一下曾经经历过这些事情的人(比较理想的是一位风投界的朋友或一位多次创业者),做做功课,预测可能会要求提供哪些派生分析和数据。提前主动找找公司存在的薄弱环节。从投资者的角度来审视自己企业。尽可能地为潜在投资者做好准备工作。在Dropbox文件夹中汇总一套尽职调查材料,方便他们调取查看。接下来,潜在投资者进入尽职调查阶段后,不要让他们分神,最好能一鼓作气完成。

    需要了解的一个关键点是在企业家-投资者互动的过程中有两股相互冲突的叙事线索。其中一条线索是企业这一方的故事——什么方式最能引起投资者的兴趣?如何能够最好地描述清楚企业着眼解决的问题以及企业出色的解决方案。只有真正会讲故事,才能做好这项工作。

    第二条叙事线索是风险投资人最终要写给合伙人的投资建议。它需要的是更平实和分析性的描述。企业融资推介绝不能以此类投资建议为框架——投资者听了会打盹的。但你得明白,投资者最终还是要将贵公司纳入这个框架。因此,可以主动给他们提供一些帮助。下面列出了此类投资建议中企业一方应该涉及的关键环节:

    This post has been rattling around my brain for awhile now, and was finally jarred loose when reading Roger Ehrenberg's terrific post about how entrepreneurs should manage the fundraising process, rather than the other way around. If he and I were collaborating on a series on fundraising (whaddya say, Rog?), what follows would be part two. Or maybe part three. Eric Paley's post on Conviction should be required contextual reading for anyone starting a fundraise.

    Roger's post did a great job describing how to manage the timing and flow of interest from a range of investors. It's very important stuff, and you've got to pay attention to it if you want to optimize your outcome while also keeping your eye on the ball in running your business. But there's another level you can take it to in working and planning to maximize success, and that's how you plan and work to make due diligence happen on your terms, not on the random terms that investors will dictate if you let them.

    Having observed hundreds of financing processes from both sides of the table, there are some clear patterns as to how they play out. One of the more troubling and time consuming patterns is that of the investor who is bumbling through his processes -- and I'll tell you, process is a generous term for what we VCs frequently put companies through -- feeling pretty interested in a company but groping aimlessly in search of that thing that's going to get him and his partnership over the hump. You can burn a lot of cycles at this stage of the process. And I think it's frequently completely unnecessary.

    So how can you, as entrepreneur, speed things along? My short answer is to spend some time up front with people who've seen these processes dozens of times before (ideally a VC friend or a multi-time entrepreneur) and do the work to anticipate what all those derivative analyses and data requests are likely to be. Poke all the holes you can in your business. Think about your business like an investor would. Go so far as to do your prospective investors' work for them. Assemble a collection of diligence materials in a Dropbox folder that you can give them access to. Then, when you're getting into diligence with a prospect, don't let them get distracted. Drive them through that material.

    A critical point to realize here is that there are two competing threads in the entrepreneur-investor dynamic. One is the thread of your story – what is the most compelling way to engage an investor's interest and describe the problem you are solving and what your brilliant solution is. That narrative is generally best told with a real storyteller's arc to it.

    The second thread is that of the investment recommendation that the VC is ultimately going to write for her partners. That follows a much more plodding and analytic approach. You'd never want to construct your pitch deck around the outline of a VC investment recommendation – you'd bore those investors to tears. But you do need to recognize that it is this framework they will ultimately need to wedge your business into. So you may as well help them do it. Here's a few key sections of that investment recommendation that you should address:

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