WO2001026063A2 - Collecte de fonds au moyen d'un systeme informatique interactif - Google Patents

Collecte de fonds au moyen d'un systeme informatique interactif Download PDF

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Publication number
WO2001026063A2
WO2001026063A2 PCT/US2000/009909 US0009909W WO0126063A2 WO 2001026063 A2 WO2001026063 A2 WO 2001026063A2 US 0009909 W US0009909 W US 0009909W WO 0126063 A2 WO0126063 A2 WO 0126063A2
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WO
WIPO (PCT)
Prior art keywords
bids
offering
network
network site
computer
Prior art date
Application number
PCT/US2000/009909
Other languages
English (en)
Other versions
WO2001026063A8 (fr
Inventor
Alan Freedman
James Cohan
Ray Schnitzler
Sean English
Original Assignee
Round1 Private Capital Marketplace Inc.
Priority date (The priority date is an assumption and is not a legal conclusion. Google has not performed a legal analysis and makes no representation as to the accuracy of the date listed.)
Filing date
Publication date
Application filed by Round1 Private Capital Marketplace Inc. filed Critical Round1 Private Capital Marketplace Inc.
Priority to AU44576/00A priority Critical patent/AU4457600A/en
Publication of WO2001026063A2 publication Critical patent/WO2001026063A2/fr
Publication of WO2001026063A8 publication Critical patent/WO2001026063A8/fr

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Classifications

    • G—PHYSICS
    • G06—COMPUTING; CALCULATING OR COUNTING
    • G06Q—INFORMATION AND COMMUNICATION TECHNOLOGY [ICT] SPECIALLY ADAPTED FOR ADMINISTRATIVE, COMMERCIAL, FINANCIAL, MANAGERIAL OR SUPERVISORY PURPOSES; SYSTEMS OR METHODS SPECIALLY ADAPTED FOR ADMINISTRATIVE, COMMERCIAL, FINANCIAL, MANAGERIAL OR SUPERVISORY PURPOSES, NOT OTHERWISE PROVIDED FOR
    • G06Q40/00—Finance; Insurance; Tax strategies; Processing of corporate or income taxes
    • G06Q40/04—Trading; Exchange, e.g. stocks, commodities, derivatives or currency exchange
    • G—PHYSICS
    • G06—COMPUTING; CALCULATING OR COUNTING
    • G06Q—INFORMATION AND COMMUNICATION TECHNOLOGY [ICT] SPECIALLY ADAPTED FOR ADMINISTRATIVE, COMMERCIAL, FINANCIAL, MANAGERIAL OR SUPERVISORY PURPOSES; SYSTEMS OR METHODS SPECIALLY ADAPTED FOR ADMINISTRATIVE, COMMERCIAL, FINANCIAL, MANAGERIAL OR SUPERVISORY PURPOSES, NOT OTHERWISE PROVIDED FOR
    • G06Q30/00—Commerce
    • G06Q30/06—Buying, selling or leasing transactions
    • G06Q30/08—Auctions

Definitions

  • the invention relates to raising private capital using an interactive computer system.
  • the private equity market currently is a relatively closed, non-liquid and inefficient market.
  • venture capital market for example, many of the more attractive deals are funded by a relatively small number of tier one venture capitalists.
  • Such firms typically receive preferred access to private equity offerings, and many qualified investors may be excluded from the capital raising process. Therefore, companies seeking to raise capital may receive valuations and terms that do not reflect overall market demand.
  • a method of raising private capital includes receiving an electronic registration through a site in an interactive computer network where the registration represents an offering to sell shares of a private equity security.
  • Electronic bids with respect to the offering of shares of the private equity security are received through the network site. Allocations of shares of the security are determined based on the electronic bids.
  • the offering can be posted on the network site. Prior to giving a prospective bidder access to confidential information relating to the offering, an electronic registration for the prospective bidder may be required to be submitted and accepted. A determination can be made whether to provide a prospective bidder with on-line access to confidential information relating to the offering.
  • the bidding process can include receiving pre-money valuation bids from prospective bidders through the network site and selecting a lead investor based on the pre-money valuations. Terms of the private equity security offering can be established based on a pre-money valuation bid submitted by the lead investor.
  • An on-line fill-in bidding stage can be performed after a lead investor is selected. The on-line fill-in bidding stage can include performing a Dutch auction and bids can be submitted through the network site.
  • a profile of individual investor preferences is. automatically updated based on an investor's on-line activity on the network site.
  • An electronic mail message selectively can be provided to the investor, where selection of the message depends upon the updated profile.
  • streaming media that relates to information pertaining to a private capital marketplace can be viewed by accessing the network site.
  • the streaming media can include, for example, video and/or text and may include an analysis of investment opportunities relating to private equity securities offerings received in the network site.
  • information relating to specific security offerings can be accessed only by members, whereas at least some of the streaming media can be accessed by members and non-members.
  • an interactive computer network for raising private capital includes one or more servers and a network site accessible via user stations.
  • the server(s) is configured to process an electronic registration that is provided to the network by entering information via the network site where the registration represents an offering to sell shares in a private equity security.
  • the server(s) also is configured to post the offering on the network site if the registration is accepted.
  • the network site can be implemented, for example, as an Internet website.
  • an article in yet another aspect, includes a computer-readable medium that stores computer-executable instructions for causing a computer system to perform various of the functions described above and described in greater detail below.
  • the interactive network can provide a highly efficient, standardized marketplace for private equity. For example, transactions in private equity securities can be facilitated.
  • the network can help capital-raising companies gain greater success in directly targeting investors and can facilitate the trading of private securities.
  • the network can improve the quality and access to information about the private equity market.
  • FIG. 1 illustrates an exemplary interactive computer network.
  • FIG. 2 shows a computer network supporting service on the World Wide Web.
  • FIG. 3 shows an implementation of an interactive Web site.
  • FIG. 4 is a flow chart of a method of making an on-line offering to sell shares of a private equity security.
  • FIG. 5 illustrates an on-line registration application.
  • FIG. 6 illustrates an on-line summary of the private equity security offering.
  • FIG. 7 is an on-line schedule for establishing meetings between potential investors and company representatives.
  • FIG. 8 shows an enrollment process for becoming a member with access to information on the Web site.
  • FIG. 9 is a flow chart showing a method of raising private capital using the on- line interactive computer network.
  • FIG. 10 shows an exemplary Web page for entering a lead bid.
  • FIG. 11 shows an exemplary Web page that posts bids received during the lead bidding process.
  • FIG. 12 illustrates an exemplary Web page showing bids received during a fill in bidding stage.
  • FIG. 13 shows a final allocation of shares from an initial offering of the private equity security.
  • FIG. 14 is a flow chart showing a method of initiating secondary trading of shares in a private equity security.
  • FIG. 15 illustrates an on-line form for trading shares in a private equity security.
  • FIG. 16 shows an exemplary Web page listing secondary securities offered for sale.
  • FIG. 17 shows an on-line information center that provides a real-time streaming video broadcast relating to the private capital marketplace.
  • an exemplary interactive computer network 10 such as the Internet, includes interconnected computers that support communications among different types of users.
  • Such users can include, for example, businesses, individuals, universities and financial institutions, among others.
  • the network 10 can support various types of communication links, such as telephone 12, paging 14, cellular 16 and cable television 18 links.
  • Terminal equipment used with the network 10 can include, for example, local area networks (LANs) 20, personal computers 22 with modems 24, pocket organizers 26, personal data assistants (PDAs) 28, and content servers 29 of multi-media, audio, video and other information.
  • Communications over the network 10 can be carried out through different layers such as application layers, transport layers, Internet layers and physical layers.
  • An application layer represents the various tools and information services that are used to access information over the Internet.
  • FIG. 2 shows an example of an Internet network 30 supporting Web service.
  • a Web browser 32 is connected to a Web server 34 through the network 30.
  • the server 34 can be implemented as a computer and provides content, such as images, text, video, sound and Java applets, to users.
  • An Internet Service Provider (ISP) 36 links the browser 32 to the network 30, and an ISP 38 links the server 34 to the network.
  • Regional service providers 38, 39 and other intermediaries route traffic between the ISPs 36, 37.
  • FIG. 3 illustrates an implementation of a secure, interactive Web site 40 for conducting primary and secondary private equity transactions, tracking and centralizing private equity market data, and offering news and information relating to industries active in the capital-raising process.
  • the Web site 40 allows capital-raising companies to be brought together with accredited investors who can perform due diligence activities over the network 10 and make investments in a capital-raising company's primary securities using the network 10.
  • Various features of the Web site 40 can be implemented in hardware, software, or a combination of hardware and software.
  • some aspects of the system can be implemented in computer programs executing on programmable computers. Each program can be implemented in a high level procedural or object- oriented programming language to communicate with a computer system.
  • each such computer program can be stored on a storage medium, such as read-only-memory (ROM) readable by a general or special purpose programmable computer, for configuring and operating the computer when the storage medium is read by the computer to perform the functions described below.
  • ROM read-only-memory
  • the Web site 40 has several sub- systems including a transaction server 42, a content server 44, a profile manager 46 and a dynamic content server 48.
  • the transaction server 42 handles the process associated with operating transactions between buyers and sellers of primary and secondary securities. The process includes activities relating to the registration of companies and investors, due diligence, bidding on securities and closing a transaction.
  • the content server 44 is responsible for providing market commentary and analysis to educate investors about the market and the companies offering securities through the Web site 40.
  • the content server 44 can provide streaming video files as well as numerical reports.
  • the profile manager 46 obtains and stores investor and company information. Such information can include demographic and other data that allows the system to track the preferences of its members dynamically and determine the content that is best suited for its members.
  • the dynamic content server 48 obtains data about buyers, sellers and market trends and delivers intelligent information about the private securities markets.
  • the server 48 obtains data from the profile manager 46 and the transaction server 42, and provides results to the content server 44.
  • a company that wishes to raise capital for private securities accesses 100 the Web site 40 via the network 10 to register its private securities offering. Registration includes completing and submitting 102 an on-line application, such as the application 50 shown in FIG. 5.
  • the application 50 can be designed using a standardized format to facilitate the screening and review process.
  • the application can include an indication of the type of offering and the size of the offering. Pull-down menus can be provided on a Web page in which the application form appears to facilitate completion of the application.
  • a management team can review and evaluate the application. If the application is approved, the applicant can be notified of the approval by sending 104, for example, an electronic mail message to the applicant. An account number and password are established for the applicant enabling it to participate in various on-line services offered through the network 10.
  • a summary is prepared describing the new member's private securities offering.
  • the information can be summarized and placed in a standardized format and digitized prior to posting it on a page 52 on the Web site 40 that lists and briefly describes companies registered on the Web site 40.
  • the summary 54 includes limited information about the offering and/or the company that potential investors can access through the Web site 40.
  • the summary 54 may include information about the company's financial performance and executive summaries.
  • Other information that may be provided in the summary 54 include investor presentations in video and/or text format, press releases, news articles, financial reports, as well as analyst and industry reports.
  • Due diligence information relating to the offering also can be made available 108 on the Web site 40 and can be presented in a standardized format.
  • the due diligence information which can include, for example, copies of documents submitted pursuant to government regulations, historical and projected financial information, product data, customer data, material contracts and corporate documents, ' can be made downloaded by potential investors who may wish to manipulate the information using their own financial models.
  • the Web site 40 includes a Web page 56 with a schedule that allows potential investors to sign up and meet with individuals that represent the company that registered the securities offering.
  • the enrollment process for becoming a member includes accessing 110 the Web site 40 and completing and submitting 112 an on-line application.
  • the applicant is prompted to enter personal information, including investment preferences with respect to prefened industries, minimum revenue, investment size, etc.
  • the information submitted in the membership application is used by the profile manager 46 to establish 114 an initial profile for each member.
  • the profile manager 46 updates 116 each member's profile in real-time based on the member's activity on the Web site 40. For example, each time the member views a Web page, downloads information, makes a company inquiry, or completes a transaction, the member's profile can be updated. Referring to FIG.
  • members are automatically alerted 120 of the new opportunity.
  • the members can be notified of the investment opportunity, for example, through an electronic mail message. In some cases, only members having a particular profile may be notified of the investment opportunity.
  • Members who are interested in the offering can access 122 the Web site 40 and browse 124 the limited information relating to the offering available on the Web page 52.
  • Members who have viewed the information on the Web page 52 can request 126 additional information about the offering.
  • the profile of each member that requested the additional information is provided 128 to the company offering the securities.
  • the member profiles can be sent automatically to the company, for example, via electronic mail.
  • the company making the offering is, therefore, provided an opportunity to pre- • screen potential investors to decide which members should be granted access to more sensitive information relating to the company and the securities offering. If the company grants approval, the member is notified 130 of the approval, for example, by electronic mail. The approved member is provided with a password that can be used to access and browse 132 due diligence and other sensitive information about the securities offering stored on the Web site 40.
  • a two-stage on-line bidding process begins 134.
  • the first stage is a lead bidding process.
  • previously-approved institutional or other investors enter pre-money valuation bids and accompanying preferred shareholder terms via the Web site 40 as shown, for example, in FIG. 10.
  • Each investor can select from a list of standard shareholder terms, such as dilution terms, participating prefened, co-sale agreement, registration rights, board seats and revenue milestone seats.
  • the investors are not given access to one another's bids.
  • the company that made the offering can review the bids through the Web site 40 and select a lead investor from among the bids posted on the Web site as shown, for example, in FIG. 11. Once the lead investor has been selected, the terms and price of the offering are established.
  • the fund raising process progresses to the second, or fill-in bidding, stage.
  • the fill-in bidding stage allows a fair market value to be established through a
  • FIG. 12 illustrates an exemplary fill in bidding in progress for a company raising $10 million of Series B Preferred Offering.
  • the company has selected a lead investor with a price of $6.46 per share, which corresponds to a $51 million pre-money valuation based on 7.9 million shares outstanding.
  • the company is taking two board seats and is requiring a co-sale agreement and registration rights.
  • the lead investor is investing $2 million leaving $8 million to complete the round.
  • bid entries 18, 42, 27, 25, 24 and 23 are the highest bids that would fill the $10 million offering. Those bids total $19 million, in other words, $9 million above the authorized amount.
  • Bidder numbers 42, 27, 25, 24 and 23 trigger an over-subscription at a price of $7.47 per share.
  • the parties submitting those bids receive a pro-rata share of the remaining allocation of shares not filled by the lead investor and the higher bids.
  • the lead investor and bidder number 18 receive their full allocations.
  • the remaining bidders at $7.47 per share fill the round on a pro-rata basis.
  • the bidding continues until the round is closed which, in the illustrated example, occurred at 4:00 p.m. on June 1, 1999. Assuming that the bid period has expired and that the allocations remain unchanged, the Series B valuation would be set at $7.47 per share with two board seats occupied by the lead investor and a co-sale agreement with registration rights applying for all investors.
  • the lead investor can be given warrants for its efforts in conducting primary due diligence, setting the terms, and taking an active role in the company.
  • the lead investor receives warrants that result in the lead investor having the same percentage ownership as if the round were set at its accepted bid price of $6.46 per share. In the illustrated example, the lead investor would receive 33,584 warrants at a strike price of $7.47 per share.
  • the fill in bidding process starts with a minimum price equal to the lead investor's price.
  • final allocations are filled 136 based upon the agreed terms and can be posted on the Web site 40, for example, as shown in FIG. 13. The financing then is closed 138.
  • notifications by electronic mail can be sent automatically to prospective investors reminding them of the impending completion of the round and informing them of the resulting allocations.
  • the Web site 40 also allows individuals to trade secondary private equity securities over the network 10.
  • the member who holds the shares accesses 150 the Web site 40 and completes and submits 152 an on-line form 60 (FIG. 15) that summarizes specific information about the securities offered for sale.
  • an investor who wishes to sell a privately held security may be required to offer the shares to the company and to existing shareholders before offering them to a third party.
  • the seller also may be required to set a minimum bid price agreed to by the company and existing shareholders.
  • Material restrictions also may be listed on the form 60. Such restrictions can include, for example, the lock up period that a new buyer must hold the purchased securities before selling them following an initial public offering (IPO). As shown in FIG.
  • a member who is a prospective buyer of secondary securities can access a page 62 on the Web site 40 and choose from a list 64 of securities offered for sale.
  • a prospective buyer can bid on all or some of the securities offered at the posted offer price. If a buyer bids the posted offer price, the transaction is completed. If a bid price is below the craxent lowest offer price, then the bid is posted on a list 66 on the Web page 62.
  • a trading history 68 of recently completed transactions for a company's securities can be posted on the Web page 62 so that investors can better assess the fair market value for the securities.
  • the servers 42, 44, 48 and profile manager 46 (FIG. 3) coordinate matching bids and offers and execute the auction trades.
  • the system completes the transaction by crediting and debiting investment accounts of the buyer and seller.
  • the system can automatically update its databases of security holders following completion of a transaction.
  • individuals can access an information center 70 that provides a real-time streaming video broadcast whose content relates to the private capital marketplace via the Web site 40.
  • the streaming video can relate, for example, to corporate presentations, investment firms, industry trends, commentary, comparable analysis, industry analysis and the like.
  • the online information center 70 is accessible to all viewers, both members and non- members. Other implementations are within the scope of the following claims.

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Abstract

Une technique de collecte de fonds consiste à recevoir une inscription électronique par l'intermédiaire d'un site de réseau informatique interactif, l'inscription représentant une offre de vente de parts d'un titre de participation privée. Des offres d'achat électroniques répondant à l'offre de parts d'un titre de participation privée, sont faites sur le réseau par l'entrée d'informations par le site du réseau. L'affectation des parts du titre est assurée automatiquement dans le réseau, en fonction des offres d'achat électroniques. Le processus de soumission des offres peut consister à recevoir des offres de valorisation pré-money en provenance d'offrants potentiels et à sélectionner un investisseur leader en fonction desdites valorisation pré-money. Les termes de l'offre de titre de participation privée peuvent être établis en fonction d'une offre de valorisation pré-money soumise par l'investisseur leader. Une étape de soumission des offres de remplacement en ligne peut être mise en oeuvre une fois l'investisseur leader sélectionné. L'étape de remplacement en ligne peut consister en une enchère au rabais. Les offres peuvent être soumises par le site du réseau.
PCT/US2000/009909 1999-10-01 2000-04-14 Collecte de fonds au moyen d'un systeme informatique interactif WO2001026063A2 (fr)

Priority Applications (1)

Application Number Priority Date Filing Date Title
AU44576/00A AU4457600A (en) 1999-10-01 2000-04-14 Raising private capital using an interactive computer system

Applications Claiming Priority (4)

Application Number Priority Date Filing Date Title
US15699799P 1999-10-01 1999-10-01
US60/156,997 1999-10-01
US52561700A 2000-03-14 2000-03-14
US09/525,617 2000-03-14

Publications (2)

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WO2001026063A2 true WO2001026063A2 (fr) 2001-04-12
WO2001026063A8 WO2001026063A8 (fr) 2008-06-05

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DE (1) DE10017848A1 (fr)
WO (1) WO2001026063A2 (fr)

Cited By (1)

* Cited by examiner, † Cited by third party
Publication number Priority date Publication date Assignee Title
US7827081B2 (en) 2007-04-04 2010-11-02 Phistream, Inc. Computer method and system for equity financing by retail investors with collective due diligence funding

Non-Patent Citations (1)

* Cited by examiner, † Cited by third party
Title
No Search *

Cited By (1)

* Cited by examiner, † Cited by third party
Publication number Priority date Publication date Assignee Title
US7827081B2 (en) 2007-04-04 2010-11-02 Phistream, Inc. Computer method and system for equity financing by retail investors with collective due diligence funding

Also Published As

Publication number Publication date
WO2001026063A8 (fr) 2008-06-05
DE10017848A1 (de) 2001-04-05
AU4457600A (en) 2001-05-10

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