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FIN 673 Private Equity, Network Economics, and Start-Up Valuation Professor Robert B.H. Hauswald Kogod School of Business, AU Equity in Private • From start to end: the valuation challenge – good project assessment makes for sound investments – tools: moving beyond DCF techniques to options • Venture capital (VC) and private equity (PE) – industry overview and the art of start-up financing – valuation techniques – biggest sellers of assets: suppliers of M&A deals • The brave new world of start-ups: key concepts – network economics and network valuation – private equity and optionality 2/2/2011 Private Equity and Start-up Valuation © Robert B.H. Hauswald 2 Would You Have Invested? 2/2/2011 Private Equity and Start-up Valuation © Robert B.H. Hauswald 3 Private Equity: Synonyms and Definitions • Private equity encompasses early finance cycles • From idea to inception: seed money – the MCI crowd: friends&family – Angel investors: fairy queens or godfathers? • From inception to viable business – Angel investors: private VCs with sidelines – Venture capital: investing other people’s money • From survival to success: – Private equity proper: direct institutional investments – IPO – going public: the endgame 2/2/2011 Private Equity and Start-up Valuation © Robert B.H. Hauswald 4 Firm and Capital Lifecycle Sources of Capital Equity Sources Debt Sources Public Equity Mezzanine Capital Private Debt Corporate Capital Commercial Banks Venture Capital Finance / Leasing Companies Family and Angel Investors Seed Start-Up 2/2/2011 Growth Expansion / Diversification Private Equity and Start-up Valuation © Robert B.H. Hauswald 5 Defining Venture Capital • All Types of VC’s & Growth Capital – – – – – – Incubator, Tech Transfer, Seed Early Stage, First Round Late Stage, Mezzanine LBO Big, small and everything in-between Specialists to generalists • Very gray lines between various types of funds • Focus today is on early stage capital 2/2/2011 Private Equity and Start-up Valuation © Robert B.H. Hauswald 6 Venture Capital “The very best job I can think of is a venture capitalist. Not only does it sound great at parties, but you are expected to fail 90% of the time. I mean no disrespect to venture capitalists when I say this, but a hamster could make those kinds of numbers. It’s good work if you can get it.” Scott Adams (Dilbert Creator) 2/2/2011 Private Equity and Start-up Valuation © Robert B.H. Hauswald 7 VC Investment Objectives • Per annum compounded rates of returns (holding returns) significantly in excess of public markets • Diversification: typically 20 independent holdings – various gestation and industries • • • • Long-term capital gains Deal flow: 400 opportunities reviewed annually 4-5 investments / year Investments with liquidity expectations within 5 to 7 years 2/2/2011 Private Equity and Start-up Valuation © Robert B.H. Hauswald 8 Hurdle Rates for Venture Capital Rates of Return (ROR) Sought by Venture Capital Investors Stage Annual ROR% Typical Expected Holding Period (Years) Seed and start-up First stage Second stage Expansion Bridge and mezzanine LBOs Turnarounds 50 - 100% or more 40 - 60% 30 - 40% 20 - 30% 20 - 30% 30 - 50% 50% + More than 10 5 – 10 4–7 3–5 1-3 3-5 3-5 Jeffrey A. Timmons, New Venture Creation, 4th ed., (Irwin: Chicago) 1994, p. 512. 2/2/2011 Private Equity and Start-up Valuation © Robert B.H. Hauswald 9 Venture Capital Realized RoR • Based on various studies: – – – – – – 14% - 92 firms in ‘60s and ‘70s 23% - before fees, 100 firms in the ‘60s 16% - public fund stock returns from 1959 to 1985 27% - 11 firms from 1974 to 1979 13.5% - from 1974 to 1989 20.7% - from 1987 to 1996 • How are the hurdle rates reconciled with realized rates? 2/2/2011 Private Equity and Start-up Valuation © Robert B.H. Hauswald 10 US Private Equity Performance Source: Venture Economics’ US Private Equity Performance Index (PEPI) 12/31/2004 Venture Economics’ Private Equity Performance Index is calculated quarterly from Venture Economics’ Private Equity Performance Database (PEPD). The PEPD tracks the performance of over 1,400 US venture capital and buyout funds formed since 1969 and over 425 European private equity funds formed since 1980. 2/2/2011 Private Equity and Start-up Valuation © Robert B.H. Hauswald 11 The Magic of Venture Capital Returns • US Venture Capital returns in – 1960-1995 average: 45% – 1999: 150% (of which 1/3 realized early 2000) • Returns virtually uncorrelated with stock market – meaning what? how could this be? • Interesting question: not “Why so much VC now?” but “Why so little VC before?” – what were 19th century’s start-up industries? VCs? 2/2/2011 Private Equity and Start-up Valuation © Robert B.H. Hauswald 12 VC and the dot.com Boom 2/2/2011 Private Equity and Start-up Valuation © Robert B.H. Hauswald 13 Median Pre-Money Valuations $25.3 $25 $21.1 $20 $15 $10 $16.7 $16.0 $15.5 $13.0 $12.9 $10.0 $11.1 $10.8 $9.3 $10.0 $5 $0 1994 2/2/2011 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 YTD05 Source: Dow Jones VentureOne/Ernst &Young Private Equity and Start-up Valuation © Robert B.H. Hauswald 14 Median Pre-Money Valuations by Round $40 $36 $30 $20 $20 $17 $14 $10 $6 $5 $0 $2 $2 3Q02 4Q02 1Q03 2Q03 3Q03 4Q03 1Q04 2Q04 3Q04 4Q04 1Q05 2Q05 3Q05 Later Stage 2/2/2011 Second Round First Round Seed Round Source: Dow Jones VentureOne/Ernst &Young Private Equity and Start-up Valuation © Robert B.H. Hauswald 15 Value Drivers: Exit Decision IPO: future target 20-25% of projects generate bulk of return Success Trade Sale: current target Sale, Buy-back, disposal Failure Write-off 2/2/2011 Private Equity and Start-up Valuation © Robert B.H. Hauswald 16 Exit and Liquidity Events 2005 2004 2003 2002 2001 2000 1999 1998 1997 1996 1995 0% 20% 40% 60% M&As IPOs 80% 100% Source: Dow Jones VentureOne/Ernst &Young Private Equity and Start-up Valuation © Robert B.H. Hauswald 17 2/2/2011 M&A Transactions in VC 458 $120 402 $98.1 $100 450 407 380 356 338 304 $80 232 $60 300 253 197 162 $43.1 $40 150 $26.0 $20 $10.1 $23.4 $21.8 $12.7 $14.8 $27.3 $10.8 $13.1 $0 0 1995 2/2/2011 1997 1999 Amount Paid ($B) 2001 2003 Number of Transactions 2005 Source: Dow Jones VentureOne/Ernst &Young Private Equity and Start-up Valuation © Robert B.H. Hauswald 18 Valuing Start-Ups • What is a start-up entrepreneur? – a twenty-three year old with 12 interactive Java slides? – a fifty-six year old with 75 black&white slides? • Valuing start-ups depends on the players – some VCs can pull it off, others not – private equity investors implicated: nurture or nature • The biggest valuation challenge of them all – little information: ideas, promises and opportunities – most important decisions occur down the road – what to fall back on: common sense and intuition? 2/2/2011 Private Equity and Start-up Valuation © Robert B.H. Hauswald 19 Typical 90+ Day VC Funding Process Referral Contact Review Business Plan Meet CEO Visit Company Start Due Diligence Term Sheet 2/2/2011 More Due Diligence, Documents Private Equity and Start-up Valuation © Robert B.H. Hauswald Closing 20 Pitching Deal 2/2/2011 Private Equity and Start-up Valuation © Robert B.H. Hauswald 21 Valuation - a VC’s perspective • Not a science for early stage companies • 51% is not important, covenants are • 3 or 4 companies out of a portfolio of 20 will provide 75% plus of returns for a VC • Need to see a potential for fabulous upside (100% + per annum) • 4 to 5 rounds of capital will be raised prior to exit • Option pool 15% - 20% and must be considered • An average of $25MM will be required prior to exit 2/2/2011 Private Equity and Start-up Valuation © Robert B.H. Hauswald 22 Start-Up Valuation Challenges • New Technologies may not work – technological uncertainty • Markets may not develop – demand, competition uncertainties • The entrepreneur may know more about the idea than anyone else: agency conflicts – asymmetric information – conflicts of interest 2/2/2011 Private Equity and Start-up Valuation © Robert B.H. Hauswald 23 The VC (and PE) Method • How to value a project/firm with negative CFs? – • terminal value calculation: directly related to IPO or trade sale objective The four steps of private equity valuation 1. 2. 3. 4. 2/2/2011 terminal value (TV) estimation often as multiples (of network penetration measure): discount TV back at hefty target ROE: required final % ownership: retention ratio: subsequent financing and dilution Private Equity and Start-up Valuation © Robert B.H. Hauswald 24 Venture Math • Pre-Money Valuation = $2.5MM, initial investment $1.5MM = post money value = $4MM, therefore Original Investors (OI) own 38% • Round A: done at $8MM pre money and $4MM is raised and OI’s put in $1MM. OI’s own $3MM based on pre-money value plus $1MM invested, or $4MM total (33%) of the new $12MM post money value. • Round B: now assume $20MM pre money value and $8MM is raised with the IO’s putting in $1MM. The IO’s now own $6.7MM plus the $1MM invested or $7.7MM of the $28MM post money value, or 28% of the Company. • Round C: now assume $30MM pre money value and $10MM is raised with the IO’s putting in another $1MM. The IO’s now own $8.4MM plus the $1MM invested or $9.4MM of the $40MM post money value, or 24% of the Company. • Exit: assuming the best, the company is sold for $125MM, of which the OI’s get $30MM in return for $4.5MM invested over 5 + years. 6.7X cash on cash return or, depending on the exact exit timing, approximately a 30% IRR. 2/2/2011 Private Equity and Start-up Valuation © Robert B.H. Hauswald 25 Private Equity Valuation: TV as Multiples • Usual suspects fail with new product or industry – DCF techniques (APV and NPV): limited usefulness – real option techniques: plausibility/reality check • New techniques based on key ratios and multiples: meant to measure network effects – Comparables: similar case used for ballpark valuation; P/E, market cap/tot rev, market/book – Multiples: cash flow predicted as a multiple of some underlying number (HMO and members enrolled) – problem: two firms are never completely comparable; how to adjust for dissimilarities? 2/2/2011 Private Equity and Start-up Valuation © Robert B.H. Hauswald 26 Comparable Companies Method • Group of companies comparable with respect to size, products, – Recent trends and future prospects • Key ratios are calculated for each company • Key ratios are averaged for group – Average ratios applied to absolute data for company of interest – Indicated market values obtained from each ratio – Valuation judgments are made 2/2/2011 Private Equity and Start-up Valuation © Robert B.H. Hauswald 27 Financial and High-Tech Comps • Financial ratios of similar public firms: – Valuation/Sales, Valuation/profits, P/E – Market value of equity / book value • High-tech ratios of similar public firms: – – – – 2/2/2011 Value / Patent Value / Customer exposure Value / employee Value / Ph.D. Private Equity and Start-up Valuation © Robert B.H. Hauswald 28 Pros and Cons of Multiples • Advantages: common sense approach – Used to value a company not publicly traded – Marketplace transactions are used – Widely used in legal cases, fairness evaluation, and opinions • Limitations: comparability – hard to find companies that are actually comparable by key criteria – Ratios may differ widely for comparable companies – Different ratios may give widely different results 2/2/2011 Private Equity and Start-up Valuation © Robert B.H. Hauswald 29 Justification for Multiples? • How to explain quick and dirty multiples valuation: let’s look at start-ups • Network effects: start-ups attempt to capture the pole position in a network – their value is then a given fraction of the network’s • Value the network and, by extension, the start-up with respect to users, suppliers, etc. – network participants vs. financial ratios – however, what has to be true about the network for this approach to work? 2/2/2011 Private Equity and Start-up Valuation © Robert B.H. Hauswald 30 Network Industries • Network Industry = value of any transaction between two parties A and B affected by – size (number of users, lines) and state (“congestion”) of network – integration of A and B into the network: access, switching costs – classic examples: transportation, electricity grid • Transaction between A and B feeds back into state of the network (market size, congestion) • Network character of IT-technologies: – – – – 2/2/2011 compatibility: hardware profiles (e.g. Wintel), software standards (open and proprietary) coordination effects, audience, market size (VOIP, email use, Kazaa) economies of scale, pace of innovation Private Equity and Start-up Valuation © Robert B.H. Hauswald 31 Start-ups as Network Industry Plays • Many high-tech and internet developments imply a technological leadership or monopoly position: – browsers (Netscape), portals (Yahoo!); ISPs (AOL) • Plumbing: the infrastructure of the goldrush – server markets, routers: (Cisco, Sun) – broadband access (UPC), wireless access (UMTS) • B2C and B2B: amazon.com, chemx.com – platforms: auctions (ebay, QXL), travel and matching services (lastminute.com) – financial services: online brokerage, payment systems, data content 2/2/2011 Private Equity and Start-up Valuation © Robert B.H. Hauswald 32 Cost Structure • Expensive to produce, cheap to reproduce • High fixed cost (sunk!), low marginal cost • Particular market structures: monopoly – cost leadership, product differentiation: versioning • Lock-in and switching costs – Stereos and LPs: Costly switch to CDs • Systems lock-in: durable complements – Hardware, software, and wetware – Individual, organizational, and societal 2/2/2011 Private Equity and Start-up Valuation © Robert B.H. Hauswald 33 Network Effects: Metcalfe’s Law • Value depends on number of users – a: independent value – b: benefit from adopting standard • Positive feedback – Fax (patented in 1843), Internet (1980s) • Indirect network effects: software • Research shows that Metcalfe’s Law overstates network value 2/2/2011 Private Equity and Start-up Valuation © Robert B.H. Hauswald 34 Competition in Networks • Entrants’ business plan to capture network monopoly position, dynamic competition for – speed: time to market, presence, fill out the segment – best solution: reach as many participants as possible • Prize attributed by aggregate consumer decision – “Winner-takes-all” competition: how long a winner? • Difference to patent races etc. – uncertainty about final product, market size, market structure – determination of winner(s) • What about incumbent/entrant advantages? 2/2/2011 Private Equity and Start-up Valuation © Robert B.H. Hauswald 35 Race to the Top… • Market attaches premium for early entrants before chances to succeed are sorted out – not necessarily irrational 2/2/2011 Private Equity and Start-up Valuation © Robert B.H. Hauswald 36 Valuation Challenges: Art and Science • Network potential – potential size and growth potential implies total value – good proxies for these quantities? • Business idea/plan within network – know the competition – how to attack, defend competitive advantage • Network fallacy: e-conomy – competition is NOT like VHS vs. Betamax – internet is a network of networks: blurry boundary – pole position hard to gain, easy to lose 2/2/2011 Private Equity and Start-up Valuation © Robert B.H. Hauswald 37 Warren Buffet “If I were a business school professor in finance, I would assign the following final exam: How do you value Internet companies? And I would fail everyone who did not leave the answer sheet blank.” Quoted in Rayport, page 294 2/2/2011 Private Equity and Start-up Valuation © Robert B.H. Hauswald 38 Better Tool: Option Analysis • VC method: arbitrary discount rate selection – 30% to 75%: all risk lumped together – analyze and price the different risks separately • Private equity and VC are staged investments – typically 2-4 rounds of VC and PE – milestones need to be met • Price the optionalities directly: compound options – each financing round resolves uncertainty – follow-on investments: call option on firm’s stock – option to abandon, scale back, exit 2/2/2011 Private Equity and Start-up Valuation © Robert B.H. Hauswald 39 The Value of Option to Abandon • Growth and strategy: “GROW or else…” – perspective: no alternative to maturing quick (Netscape, Geocities); so look at the converse to price growth! • Idea: in each financing round, a company valuation is performed to fix VC’s equity stake – ex post, sequence of company valuations allows to back out implied survival probabilities of project – estimate Present Value of Option to Abandon: PV(Abandon Option) = Expanded NPV - Passive NPV = PVInv (Unconditional) - PVInv (Stage Fin.) = Expected Savings in Investment 2/2/2011 Private Equity and Start-up Valuation © Robert B.H. Hauswald 40 Hurdle Rates for Venture Capital Rates of Return (ROR) Sought by Venture Capital Investors Stage Annual ROR% Typical Expected Holding Period (Years) Seed and start-up First stage Second stage Expansion Bridge and mezzanine LBOs Turnarounds 50 - 100% or more 40 - 60% 30 - 40% 20 - 30% 20 - 30% 30 - 50% 50% + More than 10 5 – 10 4–7 3–5 1-3 3-5 3-5 Jeffrey A. Timmons, New Venture Creation, 4th ed., (Irwin: Chicago) 1994, p. 512. 2/2/2011 Private Equity and Start-up Valuation © Robert B.H. Hauswald 41 The Value of Option to Abandon: Growth and Survival Simulation • IP Global Net: now quoted on EASDAQ – realized by U. Hege, HEC and J. van Rijen, Residentie Investments – successful start-up with three financing round, over 20 months in 1999/2000 Seed First round Second round IPO 2/2/2011 Est. Firm Value V 0 = 3.98 Investment I0 = 1.59 Discount rate 0.5 V 1 = 12.08 I1 = 3.24 0.4 V 2 = 27.43 I2 = 2.0 0.3 V 3 = 114.75 -- -- Private Equity and Start-up Valuation © Robert B.H. Hauswald 42 The Value of Option to Abandon Recursive values: dt matters most V1 = d2 p2 ( V2 – I2 ), etc. p2 p1 p3 IPO I2, V2 1 - p3 I1, V1 1 - p2 I0, V0 V3 1 - p1 Stop Stop Stop 2/2/2011 Private Equity and Start-up Valuation © Robert B.H. Hauswald 43 Option to Abandon: Success • Calculate implied survival probability pi as Vi-1 = di pi ( Vi – Ii ) di = discount factor: contains all interesting information • Assume salvage value Li = 0: if recapitalization fails, often very little value left in early rounds – for IPO clearly unrealistic • We get: p1 = 68 %, p2 = 66 %, p3 = 31 % – ex ante success probability was only p1 ·p2 ·p3 = 13 % 2/2/2011 Private Equity and Start-up Valuation © Robert B.H. Hauswald 44 Per Period Success Probabilities Recursive values: dt matters most V1 = d2 p2 ( V2 - I2 ), etc. 66% 68% V3 31% IPO I2, V2 69% I1, V1 34% I0, V0 32% Stop Stop Stop 2/2/2011 Private Equity and Start-up Valuation © Robert B.H. Hauswald 45 Success: Survival Probabilities • Financial valuation (post money) implies ultimate survival chance (total ex ante success probability) – t = 0: success probability p1 ·p2 ·p3 = 13 % – t = 1: success probability p2 ·p3 = 20 % – t = 2: success probability p3 = 31 % • Roughly corresponds to PE/VC rules – increasing success probability p, decreasing r – the higher post money, the lower p: why? • Final round: success probability understated – alternative would have been trade sale, not abandoning – V2 = d3 (p3 V3 + (1- p3) T3 ): solve for p3 2/2/2011 Private Equity and Start-up Valuation © Robert B.H. Hauswald 46 Option to Abandon: Value • Risk-neutral pricing: recovery of q from RA r – discount factor contains risk premium information – back out p: recall recovery of RNP in real options • Value of the Option to Abandon RO = Expected savings in investment costs RO = d1 ·(1 - p1) ·I1 + d1 ·d2 ·[(1 - p1) + p1 (1 - p2) ] ·I2 = 0.76 + 0.61 = 1.38 Passive NPV = V0 - RO = 3.98 - 1.38 = 2.6 RO / Passive NPV = 1.38 / 2.6 = 53 % (in million EUR) 2/2/2011 Private Equity and Start-up Valuation © Robert B.H. Hauswald 47 Absolute Worst Outcome? • Hidden information and/or hidden action – the charm of control 2/2/2011 Private Equity and Start-up Valuation © Robert B.H. Hauswald 48 Agency Conflict and Real Options • Keeping real options in start-up means – adding option value to firm value – but some of those real options are likely to reinforce the discretion of entrepreneur: agency costs increase • Trade-off determines optimal degree of optionality – most visible than in exercise of growth options • The dynamic agency conflicts can be expressed as (real) options of entrepreneur – option to manipulate depth, scope – option to entrench = force continuation 2/2/2011 Private Equity and Start-up Valuation © Robert B.H. Hauswald 49 Firm Value and Real Options • Explains a trade-off determining optimal degree of optionality Value Option Value Agency Costs Optionality 2/2/2011 Private Equity and Start-up Valuation © Robert B.H. Hauswald 50 Throwing Good Money after Bad • Stage financing levers optionalities in VC – commitment to pull the plug 2/2/2011 Private Equity and Start-up Valuation © Robert B.H. Hauswald 51 Summary and Outlook • PE valuation in the information economy – network economics drives rule of thumb methods; and – business plans: raise and spend USD 50m on ads in 4Q • Return to PE valuation and financial strategy in the context of growth – real options in PE or VC setting: to grow, abandon, exit • Capital structure: from economics to finance – principles: rooted in the economics of the firm – equity: the currency of the new economy – why? – the curious absence of debt – fact or fiction? 2/2/2011 Private Equity and Start-up Valuation © Robert B.H. Hauswald 52 Appendix A Examples of Network Industries • Almost by definition, most new industries and products exhibit network characteristics – a fortiori in an information intensive economy • Examples: competition in technical standards – – – – – – 2/2/2011 computers: IBM vs. Control Data, PC vs. Apple software: languages, compilers, application suites video: Betamax vs. VHS mobile phones: technical standards as barrier to entry network software: Novell, Linux, NT, Netscape pharmaceuticals: race to the market Private Equity and Start-up Valuation © Robert B.H. Hauswald 53 Two Kinds of Networks • Physical network: direct connection and interaction – Existence of a physical network • Virtual network – Community of demanders – Actions affect each other indirectly 2/2/2011 Private Equity and Start-up Valuation © Robert B.H. Hauswald 54 Networks • Physical – – – – – – – – – 2/2/2011 • Virtual Telegraph, telephone, fax Trains, roads, airlines Credit cards ATMs Cable TV Broadcasting Internet Paging Utilities: electric, gas • • • VHS video users Operating systems Software users Private Equity and Start-up Valuation © Robert B.H. Hauswald 55 Virtual Networks • No physical or electronic connection • Benefits of increase in size appear in ancillary and supporting markets – – – – 2/2/2011 Videotape users: Blockbusters Recorded music: Hardware makers Software: User base attracts developers Operating system: Compatibility issue (This one is complicated.) Private Equity and Start-up Valuation © Robert B.H. Hauswald 56 Network Topologies Departure Point: A Non-network Allison Elizabeth Julianna Lesley No network benefits in this configuration (save for the trivial one – people like bigger communities). 2/2/2011 Private Equity and Start-up Valuation © Robert B.H. Hauswald 57 Two Way Switching Network Bill Star Network with Switching Allison Elizabeth AOL/IM Julianna Lesley Abel to Baker is not the same as Baker to Abel. This is a two way network. 2/2/2011 Private Equity and Start-up Valuation © Robert B.H. Hauswald 58 Characteristics of Switching Networks • True positive network externality in consumption – Usually large economies of scale in production • Natural monopoly? – Tipping – Critical mass – Winner take all? • Two way communication to and from the switch • Possible negative network externality: Congestion 2/2/2011 Private Equity and Start-up Valuation © Robert B.H. Hauswald 59 Network Economics • Analytic foundations: networks lead to – externalities: benefits (more wireless users) and costs (traffic congestion) for other members – lock-in effects: it is costly to switch – implies what? – value of network depends on its state and members • Metcalfe’s law (as attributed by George Gilder) – developer of Ethernet and founder of 3Com – if value of participating in a network is proportional to number of users n, its total value is proportional to n(n – 1) and increases in the square of the number or users • Valuation of networks by multiples of users! 2/2/2011 Private Equity and Start-up Valuation © Robert B.H. Hauswald 60 Appendix B IP Global Net • Pricing financial flexibility: the option to financially abandon a project • Matching financial strategy with business strategy: spot the optionalities – staged development: compound options – staged financing: why? • Incentive effects for both parties 2/2/2011 Private Equity and Start-up Valuation © Robert B.H. Hauswald 61 Project Valuation Method 1: Adjust Discount Rates • The investment decision: – Today: Invest $100 – In one year: get $V (normal distribution, mean =$110) – T-Bill (riskless) rate = 5% • Method 1: risk-adjust the discount rate (NIRL) – Risk premium is 5%, so risk-adjusted rate is 10% – E(V) is the expected value (mean) of V PV = 2/2/2011 E (V ) r V = 110 = 100 1 . 10 Private Equity and Start-up Valuation © Robert B.H. Hauswald 62 Project Valuation Method 2: Adjust Expected Cash Flows PV = CEV r = T − Bill E * (V ) r T − Bill = 105 = 100 1 .05 • CEV = Certainty Equivalent Value (indifferent between CEV for sure or V) • E*(V) = Expected value using risk-adjusted probabilities (p*) 2/2/2011 Private Equity and Start-up Valuation © Robert B.H. Hauswald 63 Finding Risk-Adjusted Probabilities • Go back to the case of the investment project without an option: we know that there are two ways to get the PV: PV = E (V ) r V = 110 E * (V ) 105 = = = 100 1 . 10 1 . 05 r T − Bill • So, if we know PV outright, or if we know what rV is, then we can back out the p*’s (basically, we have the same distribution as for V, but with a shift of the mean). 2/2/2011 Private Equity and Start-up Valuation © Robert B.H. Hauswald 64 Options Valuation: Risk-adjusted Probabilities • Option means contingency: – quantify uncertainty: probability theory – adjust probabilities for riskiness: risk-neutral pricing • An investment problem with an option: – today: Invest $100 – in one year: Max ($105, V) (i.e. can sell facility for $105, or use it) • Take expected value using risk-adjusted probabilities: PV = 2/2/2011 E * [ Max(105, V )] r T − Bill Private Equity and Start-up Valuation © Robert B.H. Hauswald 65 Staged Financing and Discount Rate Selection: Experience? • Start with risk-adjusted discount rate – “market determined:” private equity investors determine appropriate r from experience • Back out risk-adjusted probabilities – use post money valuations and risk-adjusted discount rates to find implied probabilities • Pricing the option to refuse funding – same risk-adjusted probabilities to be used 2/2/2011 Private Equity and Start-up Valuation © Robert B.H. Hauswald 66 Per Period Success Probabilities Recursive values: dt matters most V1 = d2 p2 ( V2 - I2 ), etc. 66% 68% V3 31% IPO I2, V2 69% I1, V1 34% I0, V0 32% Stop Stop Stop 2/2/2011 Private Equity and Start-up Valuation © Robert B.H. Hauswald 67 Success: Survival Probabilities • Financial valuation (post money) implies ultimate survival chance (total ex ante success probability) – t = 0: success probability p1 ·p2 ·p3 = 13 % – t = 1: success probability p2 ·p3 = 20 % – t = 2: success probability p3 = 31 % • Roughly corresponds to PE/VC rules – increasing success probability p, decreasing r – the higher post money, the lower p: why? • Final round: success probability understated – alternative would have been trade sale, not abandoning – V2 = d3 (p3 V3 + (1- p3) T3 ): solve for p3 2/2/2011 Private Equity and Start-up Valuation © Robert B.H. Hauswald 68 Options Valuation: Risk-adjusted Probabilities • Options means contingency: – quantify uncertainty: probability theory – adjust probabilities for riskiness: risk-neutral pricing • An investment problem with an option: – today: Invest $100 – in one year: Max ($105, V) (i.e. can sell facility for $105, or use it) • Take expected value using risk-adjusted probabilities: PV = 2/2/2011 E * [ Max(105, V )] r T − Bill Private Equity and Start-up Valuation © Robert B.H. Hauswald 69 Option to Abandon: Value • Not risk-neutral pricing but recovery of true p – discount factor contains risk premium information – back out p: recall recovery of RNP in real options • Value of the Option to Abandon RO = Expected savings in investment costs RO = d1 ·(1 - p1) ·I1 + d1 ·d2 ·[(1 - p1) + p1 (1 - p2) ] ·I2 = 0.76 + 0.61 = 1.38 Passive NPV = V1 - RO = 3.98 - 1.38 = 2.6 RO / Passive NPV = 1.38 / 2.6 = 53 % (in million EUR) 2/2/2011 Private Equity and Start-up Valuation © Robert B.H. Hauswald 70 Internet Related Start-ups Red Herring 2/2/2011 Private Equity and Start-up Valuation © Robert B.H. Hauswald 71 Deal Flow by Sector 100% 1% 5% 5% 16% 16% 15% 80% Other 60% 64% 54% 58% Products & Services IT 40% Healthcare 20% 24% 26% 26% 0% 4Q02 2/2/2011 2Q03 4Q03 2Q04 4Q04 2Q05 4Q05 Source: Dow Jones VentureOne/Ernst &Young Private Equity and Start-up Valuation © Robert B.H. Hauswald 72 Equity Investments by Sector 100% 1% 5% 11% 17% 3% 11% 80% 60% Other 58% 63% 51% Products & Services IT 40% Healthcare 20% 36% 29% 36% 0% 4Q02 2Q03 4Q03 2Q04 4Q04 2Q05 4Q05 Source: Dow Jones VentureOne/Ernst &Young Private Equity and Start-up Valuation © Robert B.H. Hauswald 73 2/2/2011 Deal Flow by Round 100% 9% 8% 11% Restart 80% 39% 39% 37% Later 60% 33% 40% Second 20% 20% First *54% 20% *35% *32% Seed 0% 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2/2/2011 Private Equity and Start-up Valuation © Robert B.H. Hauswald 74 Investment by Round 100% 80% 9% 9% Restart 31% Later 45% 60% 49% 25% Second 36% 40% First 20% 20% *43% *42% Seed *22% 0% 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2/2/2011 Private Equity and Start-up Valuation © Robert B.H. Hauswald 75