A Proposed Innovation to Create Equity Liquidity in Local Business Investment
提出一种低成本、低风险的机制，通过政府基金提供担保，解决本地企业投资中股权流动性不足的问题，帮助投资者在5-8年后顺利退出，从而促进风险资本流入。
Discussions about financing problems of local businesses have largely focused on the lack of available capital. However, an equally important problem--and one that seriously affects the availability of capital--is the liquidity of investment in local business. Those who provide venture capital are as concerned about whether they will be able to cash in their share of the business after it is successful as they are about whether the business will succeed. Thus, venture capital is often denied because of the probable difficulty of selling out profitably, unless it is one of the rare businesses that becomes listed on a major exchange early in its development. Investors do not want to risk their capital in a new business for several years and then be unable to sell out because the founders lack the resources for a buyout or because outside investors are uninterested in an illiquid situation. Another factor that can inhibit the liquidity of investment is an entrepreneur who does not want to relinquish control of the business. The end result of these conditions is that no capital is raised. This article addresses how liquidity can be provided to such investments at low cost and risk to the provider. The following is a proposal to solve this problem. A Solution The Texas Growth Fund (TGF) has a mandate to provide funds for development of businesses in Texas; therefore, we present it as an example. State legislation allows implementation of the TGF, and other states likely have agencies that could activate the concept. Presuming that the TGF would provide the standby guaranty to investors, the potential risks, costs, and benefits will need to be made as clear as possible. Stage 1: This stage, outlined in table 1, assumes that a given small business needs to raise $500,000 in new equity to achieve its growth potential over the next several years. Further, the amount will represent 33 percent of the firm's outstanding shares. Taking the assumptions a step further, let us say that an investor (individual, pension fund, bank trust department, etc.) can provide the $500,000, but is concerned about the liquidity of the investment. If the prospective investor could be assured of being able to sell his or her shares in 5 to 8 years, the investment would be made. The problem, as with many small and medium-sized firms, is that there is a limited market for this firm's shares, and this creates a severe liquidity problem. If however, the TGF can provide an assurance that after 5 to 8 years, if the investor wishes to sell his or her shares in the business, and can obtain a note for it (it could even be a convertible note), then the investment might be made. This note would provide the TABULAR DATA OMITTED investor with his or her original investment, plus or minus his or her share of the profits. If the business has grown from $0.9 million to $1.8 million in equity, the investor's 33 percent share is then worth $800,000 (i.e., $500,000 investment + 1/3 of $900,000, the projected accumulated five-year profit). At the end of five years, the investor's shares, at the option of the investor, may be repurchased by the company. If the option is exercised, the company then issues a note for $800,000 to the investor, and the TGF buys $500,000 of it--the investor's original investment. To ensure that the firm has a reasonable chance of repaying its debts, several safeguards must be put into place. First, opinions by one or more CPA firms and economic consultants that the firm is a going concern are needed. The TGF could specify one of the CPA firms, if necessary. Second, the note sold to the TGF could be designed to have a claim senior to any other creditors who would come in after the note was issued, or a lien on the firm's unencumbered assets. (Alternatively, the Fund might designate a maximum debt-to-equity ratio to prevent excessive borrowing. This would perhaps make it easier to borrow than if the note had a senior claim to new borrowing. …