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Capital raising complexity and why I haven’t blogged


sahil_merchant_iconLots of people warned me that it is easy to blog once, a little harder to blog five times, and much tougher to blog consistently. Most give up before five posts.

I am new to this caper, but there are a couple of observations that I wanted to share.

It is easier to blog when that is what you do. There are a bunch of well-known bloggers emerging in Australia, but for many of them, blogging is a key part of their job description. Many of these people are in the in-vogue business of personal brand building.

Before you all say that this is nothing new, let me clarify. The credible personal brands used to belong to the people that had really done shit. Increasingly, I find myself frustrated that the “experts” are the ones who talk the loudest and the most often (this comment won’t make me popular). And no, I am not being hypocritical. At the very outset, I said that I don’t profess to be the world’s best at anything other than my own experiences.

Ok… where the hell am I going with this? Why haven’t I blogged for two weeks? The reason is that I am not a blogger. I have around 40 staff to worry about, I run a business across two countries and am about to expand into a new geographic market. Moreover, I am in the middle of (another) capital raise.

I am currently up to my ears in legals, which brings me to my next point in this somewhat disjointed post (let’s see if I can somehow end up tying them together – I’m not very confident at the moment!).

One of the costs of professional investment, especially with VCs or Private Equity firms, is complexity. To get this investment round done and dusted (involving both debt and equity), these are the documents I am putting together:

  • A Loan Document
  • A Fixed and Floating Charge
  • A Guarantee Document
  • A Priority Deed
  • A Shareholders’ Resolution
  • A Variation To Shareholders’ Deed
  • An Explanation to the Variation to Shareholders’ Deed
  • A Shareholder Memo (like an annual report)
  • An introductory letter to Shareholders

Corporate Governance is a very important area for my business because I have professional investors involved, but this takes time and money.

Luckily, my legal background means I can understand and draft some of these documents to save on costs, but the complexities are a necessity, as Investment Funds have their investors to answer to.

These Funds rightly insist upon the formalities in case of future audits by new potential investors into them.

If I was doing this with an Angel or even a bank (if banks actually lent to businesses like mine), the paperwork would be less of a burden.

No one talks about this complexity cost. No one talks about the time required to discuss additional drag rights, exceptions to the permitted transfer provisions, special majority rights for Board decisions, unanimity requirements for Class variations, the pros and cons of an additional share class, or the umpteen other issues I have again had to deal with over the last two weeks. This, when I am also trying to tie down an exciting expansion opportunity.

VCs provide money, but they also raise the complexity costs.

So this is why I haven’t blogged for two weeks.

I’ve been doing stuff.

This is not to say that those who blog religiously are not doing anything (I can see the abuse I am going to cop if I don’t whip in this disclaimer). It is a discipline thing, I am told. I just haven’t had the head space. Staff, operations, expansion, during the day… legals, shareholder conversations, drafting, going cross-eyed at night. Blogging got temporarily pushed to the side.

So, this post gives you three points for the price of one (except that you don’t pay to read this and I don’t get anything to write it).

  • Personal branding through blogging is increasingly frustrating me.
  • It is harder to blog when also dealing with lots of “other stuff”.
  • My current “other stuff” highlights the often-ignored complexity costs of professional investment.

Did I tie any of these together into a cohesive blog post? Who am I kidding? But then again, I am not a blogger.

Sahil Merchant is founder of mag nation. Follow him on twitter: @sahilmerchant. His launch post can be found here.

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