Just because you built the company, when you take money from investors, it’s no longer your company.
I'm entering into a company partnership, but I am relatively new to the investing/raising capital world so I want to make sure I understand the incentives/risks. I have done my own research and have spoken with the partners for the past week but I still am confused on one part of the contract. I have provided some details below and my specific questions are at the bottom. Thanks so much!
***specific %, $ , etc. have been changed, as the goal is for me to understand the terminology without giving any specific details.
Company A = company we are acquiring
Company B = our company
"The (COMPANY A), Inc final acquisition close is still pending. Assuming (COMPANY A), Inc.’s Common shareholders all trade their shares for (COMPANY B ), LLC Units, assuming a $ XXXM raise for (COMPANY B ), LLC, and option pool allocation of approximately XXX% post-money on top of (COMPANY B ), LLC’s existing XXX% option pool after PARTNER equity assignment, PARTNER will be assigned approximately the following Units
THE TOTAL ISSUANCE OF 3,500 P-SERIES UNITS MAY VARY UP OR DOWN DEPENDENT ON THE ABOVE ACTIVITIES AND WILL BE ADJUSTED TO MAKE SURE THE PARTNER RECEIVES AT LEAST 1.00% ON A FULLY DILUTED BASIS:
__1.00___% (3,500 Units) of Capital Proceeds on a fully diluted equity basis at P-Series Fair Market Valuation (FMV) approximately $ 8,200,000 (EIGHT MILLION TWO HUNDRED THOUSAND DOLLARS) on a vesting schedule
__1.00___% (3,500 Units) of Net Cash Flows as defined in the Operating Agreement.
The above percentages translate into the following P-Series units
A total of approximately _3,500_____ P-Series Units – starts on the Effective Date with a __3__ month cliff vesting monthly at a rate of _97___ Units Months 1 through 35 and _105_ Units on Month 36.
The PARTNER agrees to be bound by the Operating Agreement in its entirety and therefore will subsequently sign into the Operating Agreement ( I WILL PROVIDE PARTS OF THE OPERATING AGREEMENT BELOW THAT THE ABOVE ADDRESSES)
The percentages are general percentages based on the outstanding on the number of outstanding Units calculated on a fully-diluted basis of all outstanding and convertible or issuable securities as of the Effective Date."
SECTIONS OF OPERATING AGREEMENT that correlate to the above
(a) Distributions of Net Cash Flow. After providing for any reserves that it may deem appropriate, the Board may make distributions of Net Cash Flow to the Members, with the frequency determined by the Board, as follows:(i) first, to all applicable Members, such Member’s Tax Distributions in accordance with Section 7.1(d);(ii) second, to the holders of Series A-1 Units, pro rata in proportion to the number of such Units held by each holder, until such holders have received distributions under this Section 7.1(b)(ii) in an amount equal to the aggregate Priority Return on all Series A-1 Units outstanding immediately prior to such distribution;(iii) third, (A) eighty percent (80%) to the holders of Preferred Units pro rata in proportion to the number of such Units held by each holder, until each such holder receives a return of its Capital Contribution and (B) twenty percent (20%) to the holders of Common Units (including, subject to the limitations set forth in Section 2.7, Common Units issued as P-Series of profits interests), pro rata in proportion to the number of such Units held by each holder; and(iv) finally, (A) twenty percent (20%) to the holders of Preferred Units pro rata in proportion to the number of such Units held by each holder, and (B) eighty percent (80%) to all holders of Common Units (including, subject to the limitations set forth in Section 2.7, Common Units issued as P-Series of profits interests), pro rata in proportion to the number of such Units held by each holder.(b) Distributions of Capital Proceeds. Capital Proceeds shall be distributed to the Members within a reasonable time following the Capital Transaction to which the Capital Proceeds relate in accordance with the following order of priority:(i) first, to all applicable Members, such Member’s Tax Distributions in accordance with Section 7.1(d);(ii) second, the holders of Preferred Units, pro rata in proportion to the number of such Units held by each holder, until each such holder receives its unpaid Priority Return (if any) and a return of its Capital Contribution; and(iii) finally, to the holders of Preferred Units and to all holders of Common (including, subject to the limitations set forth in Section 2.7, Common Units issued as P-Series of profits interests), pro rata in proportion to the number of such Units held by each holder.
- "__1.00___% (3,500 Units) of Capital Proceeds on a fully diluted equity basis at P-Series Fair Market Valuation (FMV) approximately $ 8,200,000 (EIGHT MILLION TWO HUNDRED THOUSAND DOLLARS) on a vesting schedule" -> can someone dissect this for me?
- _1.00___% (3,500 Units) of Net Cash Flows as defined in the Operating Agreement. -> can someone dissect this also?
- I' assuming that capital proceeds and net cash flows I usually won't see until the end of a fiscal year correct?
- Anything else here big I'm missing? I know this is ALOT to ask.. I have a clear understanding of my risks, basic duties etc…I just don't understand this entire section very clearly at all.
Also want to mention I am getting a salary on top of this in case that is relevant!
Bustle Digital Group — owner of Bustle, Inverse, Input, Mic and other titles — could eventually join the ranks of startups going public via a special purpose acquisition company (SPAC).
During an interview about the state of BDG and the digital media industry at the end of 2020, founder and CEO Bryan Goldberg laid out ambitious goals for the next few years.
“Where do I want to see the company in three years? I want to see three things: I want to be public, I want to see us driving a lot of profits and I want it to be a lot bigger, because we’ve consolidated a lot of other publications,” he said.
He added that those goals connect, because by going public, BDG can raise “hundreds of millions dollars,” which Goldberg wants to use to “buy a lot of media companies.”
That might seem like bluster after a year in which many digital media companies (including BDG) had to make serious cuts. But Goldberg said that the company would be profitable in 2020, with revenue that’s “a little bit under $ 100 million.” And it won’t be the first digital media company to take a similar route — Group Nine created a SPAC that went public last week.
“I want to prove that we can be highly profitable,” he said. “A lot of startups don’t have that goal. A lot of VCs tell their startups: Don’t worry about profits, don’t worry about losing money. I don’t believe in that.”
In addition to his plans to go public, Goldberg also discussed how acquisitions have helped Bustle’s business, his joint venture to purchase W Magazine and digital media’s “overcapitalization” problem. You can read our full conversation, edited for length and clarity, below.
TechCrunch: The last time I caught up with someone at BDG, it was with [the company’s president Jason Wagenheim] and that was when you guys were dealing with the initial fallout [from the pandemic]. Now we’re a lot further into whatever this new world is, so what is your sense of where BDG is now, versus where it was in the early days of the pandemic?
Bryan Goldberg: It might be the craziest, most eventful six months for many of us in our lives. And certainly, for those of us in this industry, the difference between April and October, it’s really hard to fathom, it’s complete night and day. April was a very frightening time for everyone, personally and professionally across the country, across the world.
From an advertising standpoint, it was a really scary time, because we have clients across every industry, and every industry was impacted differently. We have clients who were greatly impacted — theme parks, car makers, hotel companies, airlines — and then we had clients who were not as badly affected, such as a lot of CPG clients, who everybody depended upon so much during the pandemic.
There was a huge pause in our business in in March, April and May. For a lot of clients, tossing advertising was a sort of knee-jerk reaction to the sudden shock of COVID, and so we saw a huge negative impact in our second quarter. What we started to see in the third quarter, and especially now in the fourth quarter, is now that the shock of COVID is behind us, the macro trends that were catalyzed by COVID are now moving into the forefront.
The story of media is no longer about the shock of COVID. The story of media is now about all of the changes to our world, and changes to our industry that were brought about as a consequence of COVID.
The good news for our company, and the good news for other digital media companies, is it looks like the future is being accelerated. It looks like people are watching less television, and so advertisers are moving their budgets into digital faster than they would have had it not been for COVID. Even things like live sports, [their] TV ratings are way down. And a lot of advertisers are saying, “Is there efficacy anymore in cable television or broadcast television?” And the magazine industry was heavily impaired, simply because magazines are a physical medium, and people didn’t want to pass around magazines or read magazines at the dentist’s office, so we probably saw some print budget move into digital as well.
Industry analysts now are going to take up their estimates of what digital revenue is going to look like in 2021, 2022 and beyond. I also think we’ve seen a world in which a lot of brand advertisers are starting to think about what happens when they start to spend beyond Facebook and Google. For most of the last three years, there’s been so much talk about the duopoly, the idea that Facebook and Google are going to eat almost every last dollar of advertising. What we’ve seen in the last three months is advertisers saying that this needs to be the moment in which they learn how to deploy advertising spend digitally beyond Facebook or Google.
No, it doesn’t mean they’re all pulling out of Facebook — Facebook and Google are doing just fine. But there are still tens of billions of dollars that need to be deployed outside of Facebook and Google. And you’re seeing winners such as Snapchat, Pinterest. Both had incredibly strong earnings. They’re benefiting from the same thing that benefits Bustle Digital Group and a lot of other digital media players who aren’t Facebook and Google, which is you’re seeing big ad spenders finally deciding that now’s the time to find other ways to deploy advertising spend.
I think those are the two big trends: Dollars moving to digital out of TV faster than we thought, and major advertisers using now as a time to find other channels beyond Facebook and Google.
So when you look at how that is impacting Bustle’s business, has it returned to pre-COVID levels?
For us, when we reflect upon the year 2020, we see that we had a great first quarter, we see that we’re having an incredible fourth quarter, and we have a big, epic crater in the second and third quarters. So when we look at the year, we basically have to say to ourselves, if it were not for that crater in the second and third quarters, what would this year have looked like? We would have had revenue well in excess of $ 100 million. Now, we’re gonna have revenue a little bit under $ 100 million.
But when we think about how we prepare for 2021 and set goals for 2021, we have to set goals for 2021 as though COVID had never happened, we have to set goals for 2021 without using Q2 and Q3 as a sort of excuse for lowering expectations. Because the fourth quarter, the quarter we’re currently in, has exceeded our wildest expectations.
People sort of sat up and took notice of the company because you had a pretty aggressive acquisition strategy. I imagine that strategy had to change a little bit in 2020. To what extent do you feel that ambition is something that you can pick up again?
So to be clear, not only do we feel great about our strategy, our strategy was critical in helping our company survive and ultimately thrive in the wake of the virus. You know, we made two acquisitions [in 2019] — in the science and technology category, we bought Inverse, which is a science and technology publication, and then Josh Topolsky launched a tech-and-gadget publication for us called Input Magazine that’s growing very quickly.
It’s critical that we had that strategy, because no single advertiser category has performed better for us in 2020 than tech — we more than tripled our revenue from technology clients this year, because technology has thrived through COVID. Had we not had an acquisition strategy, had we not diversified into tech media publishing, we certainly would not have had the outcome we had in 2020. That’s just the reality.
Categories like beauty, fashion, retail were very hard hit. Those have traditionally been our bread and butter, and they’re going to be great again, in 2021. But this spring, beauty companies weren’t doing so well, because people weren’t leaving the house. So the strategy worked, in part, because we diversified the categories in which we created content, which allowed us to diversify the advertiser base. And we’re gonna continue full speed ahead in 2021.
Now, you know, we did six acquisitions in 2019. I don’t know if we’ll do six acquisitions in 2021. But I want to do a lot more than one acquisition in 2021.
In a recent move, Japan’s SoftBank Group and Hughes Network Systems LLC have invested $ 400M (approx €331M) in OneWeb, a London-based global communications company. This brings OneWeb’s total funding to $ 1.4B (approx €1.1B).
It’s worth mentioning that Hughes is an investor through its parent company EchoStar, and also an ecosystem partner, developing essential ground network technology for the OneWeb system.
Neil Masterson, CEO of OneWeb, adds, “We have made rapid progress to re-start the business since emerging from Chapter 11 in November. We welcome the investments by SoftBank and Hughes as further proof of progress towards delivering our goal.”
Fully funded for its first-gen satellite fleet
The capital raised to date positions the Company to be fully funded for its first-generation satellite fleet, totaling 648 satellites, by the end of 2022. With this funding, SoftBank will gain a seat on the OneWeb Board of Directors.
Founded by Greg Wyler, OneWeb’s mission is to deliver broadband connectivity worldwide by offering everyone, everywhere access including to the Internet of Things (IoT) future and a pathway to 5G.
The company’s LEO (Low Earth Orbit ) satellite system includes a network of global gateway stations and a range of user terminals for different customer markets capable of delivering affordable, fast, high-bandwidth, and low-latency communications services.
Launched 36 satellites
Back in December 2020, OneWeb launched 36 new satellites, built at its Airbus Joint Venture assembly plant in Florida, USA, bringing the Company’s total fleet to 110 satellites, all fully-functioning and benefitting from the International Telecommunication Union spectrum priority.
Filed Chapter 11 bankruptcy
Back in March 2020, the UK company filed for Chapter 11 bankruptcy after failing to secure $ 2B (approx €1.65B) financing from SoftBank. However, a consortium of the UK Government (through the UK Secretary of State for Business, Energy and Industrial Strategy) and Bharti Global invested $ 1B (approx €828M) of new equity as a part of the resurrecting process.
Pradman Kaul, President of Hughes, remarked, “OneWeb continues to inspire the industry and attract the best players in the business to come together to bring its LEO constellation to fruition. The investments made today by Hughes and SoftBank will help realise the full potential of OneWeb in connecting enterprise, government, and mobility customers, especially with multi-transport services that complement our own geostationary offerings in meeting and accelerating demand for broadband around the world.”
I am looking for an opportunity to work on an IoT Project or a job opportunity related to the IoT field that I can work on remotely. (full time or Part-time doesn't matter to me). I want to challenge myself and improve my knowledge. Maybe a fresh startup, huge Enterprise, bunch of people, or individual doesn't matter if above mention my goals are fullfill.If you have such opportunity or know some please inbox me. Regarding the salary I am flexible and negotiable. Just want to gain new experience and improve myself. Cheers !!!
I've applied for a director role at a local startup that I believe has a lot of potential. They've had a fair amount of interest, so I've been trying to think of ways I can stand out.
I've plugged them on social media (LI and FB) to my small network.
However, I've recently found a company that could potentially be a good fit for them.
I'm thinking of reaching out to this prospect, telling them about the company, and trying to get them to contact the startup to start a partnership.
I would of course give them full disclosure that I'm not affiliated with the company but that I am in the hiring process and look forward to being able to support them in an official capacity.
I would probably also BCC the startup so they know, and can follow up if he'd
What do you think? Is it too much, too eager? Or would that help me stand out?