IBS Consultants Corporate Legal: Start up Knowledge Series – Starting a Start Up Business

In the last article, we discussed the ESOP trend in Start ups, and took a broad view of the pros and cons of such an arrangement. We will take this discussion further by turning the angle of view.

In this edition, the part 2 on ESOPs for start ups, we will consider the arrangement from the perspective of the promoters – on how to split equity and structure ESOPs to get a win-win for all and the company.

Splitting Equity

For a startup founder, discussing the equity split up with co-founders can be a daunting task and an uncomfortable “to-do” that he/she may prefer to avoid for fear of project failing to take-off.

Founders usually prefer to go with a 50-50 split to make it seem fair. In most cases though, it is never really fair as co-founders bring different talents and contributions to the table that are not always equal. While the founder who bounced off the idea and got all the other founders together may feel it is his baby and internally feels he deserves more, the co-founder who is the actual executor may feel he is the one who is actualizing the whole idea and is therefore entitled to a higher share. And so, due to these variances in perceptions about each founders share, it is always advisable to get done the actual discussion on splitting equity. If the co-founders can’t have constructive discussions on uncomfortable but critical matters, and arrive at an agreement in equity, then chances are that they are not the right co-founder match. The startup would end up a failure at a later stage.

So, how does one split equity, if not shared equally? Here it is important that the founders arrive at a framework that can be used to determine the allocation of equity. The framework could take into account various attributes, resources, skill-sets that are important to the company, so that equity can be split fairly if not evenly among the co-founders. It is important to play emphasis to sweat equity. 

While capital contributions are great, what is also important is sweat equity. Equity should be allocated on who has put in the most work and will continue to do so in future.

Founders can also avail of automated cap-table management tools, frameworks or co-founder equity calculators to arrive at the percentages. These tools incorporate a lot of factors that make the decision making more scientific than emotional.

Structuring Considerations

While it is important to determine the equity split, co-founders should not ignore structuring considerations. Not thinking through the structuring can lead to resentments, company failure and lawsuts. Key notes:

Vesting Rights – There is a usually a vesting schedule attached with founder stock. This is typically done to safeguard the interests of the company and founders from any of the co-founders who choose to leave early and rewards those who stay long term. Founder vesting is also a requirement for many VCs. Under a typical vesting schedule, the stock vests in monthly or quarterly increments over four years.

Right of First Refusal – Here the founder gets the right to buy the co-founders’ share, lest it gets sold to an unknown party who thereby becomes involved in the company’s management and decision making.

IBS Consultants Corporate Legal  can help in working out a systematic arrangement on equity split and structuring that can help iron out differences that may crop later in the course of business. 

Founders may also consider working out a co-founders agreement that could spell out shareholding structure, management structure, ownership over IP assets, resolution of deadlock issues, founder exit clauses, restrictions on transferability and more. As they say, A job well begun is usually well done.

This blog is authored by A. Loganathan, representing India Business Solutions (IBS) which is a boutique advisory firm helping a lot of Start ups in India and Singapore in fulfilling their aspirations.  Loganathan is heading the Singapore operations of IBS and can be reached on loganathan.a@consultibs.sg

Galveston Capital Tourism and Marketing: Indonesia promotes marine tourism in three Chinese cities

The TourismMinistry is set to hold sales missions that focus on Indonesian dive sites in three cities in China, namely Beijing on July 25, Chongqing on July 26 and Guangzhou on July 28.

“The Chinese market is important for Indonesia. Apart from being the ministry’s main target market, China also contributes a significant amount of tourists to the country,” said the ministry's deputy minister for Overseas Promotion, I Gde Pitana.

“The Chinesetourists are currently interested in marine tourism. Our main target markets are Beijing, Guangzhou and Shanghai, while the secondary city that we are eyeing on is Chongqing,” he added.

Among the destinations that will be promoted at the sales mission events are Bali, Lombok, Komodo Island, Alor, Derawan, Wakatobi, Togean, Ambon, Banda and Raja Ampat.

Around seven sellers from Indonesia are scheduled to meet with Chinese buyers during the event.

Last year’s sales mission reportedly managed to bring together five sellers and 75 buyers in Dalian, six sellers and 73 buyers in Qingdao, and five industries and 80 buyers in Beijing. 

Cathay Dupont Award: Biofuels Digest’s Advanced Bioeconomy Awards for 2015

Project of the Year, Deal of the Year, Partnership of the Year, Chemical of the Year, and Cap Raise of the Year — who are the big winners?

Each year, the Digest recognizes projects, feedstocks, processing technology breakthroughs, novel or improved molecules, and bioeconomy pioneers in the Biofuels Digest Awards — selected by the Digest’s editoril board.

Since many projects, especially early-stage ventrues en route to steady-state operations and commercial scale, are occasionally veiled behind a wall of unfiled patents, trade secrets and NDA agreements — we make awards at cathay dupont award of the basis of publicly available information at the time, and recognize technologies and organizations that have made the most impact on the marketplace at the time.

Projects of the Year: Cellulosic Biofuels at scale (GranBio, Abengoa Bioenergy, POET-DSM, Raizen)

Without a doubt, the advanced bioeconomy story of the year in the past 12 months has been the long-awaited commercial-scale debut of cellulosic biofuels — today, a half-dozen companies have reached commercial scale and more than 100 million gallons in renewable fuels capacity is in place.

The four projects we have selected to honor this year were not the first out — Iogen and Beta Renewables took those honors; Enerkem (honored last year) is also now at commercial scale, Dupont’s first commercial is imminent, and and we expect several more technologies such as Inbicon, Fulcrum Clariant to reach scale before long — and there are others such as Mercurius, VIrent, RedRock, Mascoma technology and many others that we exoect before the end of the decade.

The parade of plant grand openings was impressive all year: POET-DSM and GranBio in September, Abengoa in October, and Raizen (using Iogen technology) in December. And we expect that the momentum will continue with an opening by DuPont in the first half of the year.

Deal of the Year: REG (Dynamic Fuels, Syntroleum)

Renewable Energy Group announced in June that its wholly-owned subsidiary, REG Synthetic Fuels, LLC, has closed its acquisition of substantially all of the assets of Syntroleum Corporation. 

Syntroleum pioneered renewable diesel fuel and Fischer-Tropsch gas-to-liquids technologies and built a large IP portfolio, including 186 patents issued or pending, which REG will now own. The assets acquired from Syntroleum include a 50% ownership interest in Dynamic Fuels, which owns a 75 million gallon per year nameplate capacity renewable diesel biorefinery located in Geismar, Louisiana. REG has a separate pending agreement with Tyson Foods to acquire the remaining interests in Dynamic Fuels.

In May 2014, Renewable Energy Group reached an agreement with Tyson Foods, Inc. to acquire Tyson’s 50% ownership position in Dynamic Fuels. Completion of the transaction with Tyson Foods, which was contingent upon the closing of REG’s December 2013 announced agreement to acquire substantially all of the assets of Syntroleum Corporation , will give REG full ownership of Dynamic Fuels and its 75-million gallon per year nameplate capacity renewable diesel biorefinery in Geismar, Louisiana. Tyson and Syntroleum formed Dynamic Fuels in 2007 as a 50/50 joint venture. The Geismar facility, completed in 2010, was the first large scale renewable diesel biorefinery built in the U.S.Partnership of the Year: Navy, Fulcrum Bioenergy, Cathay Pacific

The Navy Deal? the Department of Defense awarded $210 million under the Defense Production Act to Emerald Biofuels, Fulcrum BioEnergy and Red Rock Bio towards the construction of biorefineries that produce cost-competitive, drop-in military biofuels.

Fulcrum is, among the three awardees, the best-known, and is proceeding toward closing $175 million in financing to fund construction of its first municipal solid waste to low-carbon fuels plant, the Sierra BioFuels Plant and to fund the development of future projects. The project is expected to be completed in 2015. $105 million of the $175 million is the USDA loan guarantee, which the company secured in a conditional commitment in August 2012 and was definitively awarded last week.

Cathay? The company had already contracted with Cathay Pacific Airways to supply 375 million gallons of fuel over 10 years, accounting for about 2 percent of the airline’s fuel usage. The USDA expects the Nevada facility to produce 11 million gallons of renewable fuel each year. Plant construction is estimated to cost $266 million; the USDA’s loan will cover 40% of that.

In spring 2013, Fulcrum successfully demonstrated the conversion of municipal solid waste (MSW) into jet and diesel fuels.

Under the grants, the companies will build biorefineries to produce military spec fuel that is expected to cost the US military, on a weighted average, less than $3.50 per gallon — or cost competitive with petroleum-based fuels, with availability expected as soon as 2016, and have a 50 percent of greater reduction of emissions compared to conventional fuels. The biorefineries, once complete, will have a combined capacity for producing 100 million gallons of military-spec jet fuel and marine diesel.

Process of the Year: Honeywell’s UOP Green Fuels Technology

There are plenty of skeptics about the economics of green jet fuel for commercial aviation with the technology of today — but no one disagrees that this UOP technology works, and works great, reliably, repeatedly and at scale — and that’s what we are recognizing with this process award.

UOP has been continuing to deploy Honeywell Green Fuel in a series of commercial announcements. Most recently, UOP technology was linked to an 80 million gallon project that is at the heart of the US Navy’s advances into biofuels. Not to mention a pair of large scale (120-130 mgy) renewable diesel projects in the US, and an absolutely massive 300 million gallon project for  Fujairah in the United Arab Emirates.

Renewable chemical of the year — bio-succinic acid (BioAmber, Reverdia)

While several molecules have been in the newsflow this year, succinic acid “went ballstic” we wrote in July 2014 when BioAmber has signed a 210,000 ton per year take-or-pay contract for bio-based succinic acid with Vinmar International. Under the terms of the 15-year agreement, Vinmar has committed to purchase and BioAmber Sarnia has committed to sell 10,000 tons of succinic acid per year from the 30,000 ton per year capacity plant that is currently under construction in Sarnia, Canada.

As part of the new succinic acid master off-take agreement, this second plant will be expanded to an annual capacity of 100,000 tons of bio-BDO and 70,000 tons of bio-succinic acid.  Vinmar plans to make a 10% or greater equity investment in the expanded plant and has committed to off-take and BioAmber has committed to sell a minimum of 50,000 tons per year of bio-succinic acid for 15 years following the plant’s start-up date.  Vinmar also has the option to secure additional bio-succinic acid tonnage under the take-or-pay contract if BioAmber has not committed the remaining volume at the time the plant’s financing is secured.

Let’s not forget also that Reverdia, which reached commercial scale in 2012 and currently has a production capacity of about 10,000 tonnes per year of Biosuccinium at their Cassano, Italy plant, is now licensing its Biosuccinium succinic acid, a building block for the production of polymers and chemicals including PBS, resins for paints and coatings, phthalate-free plasticizers and polyester polyols for polyurethanes. The acid was the first non-fossil feedstock-derived chemical building block that allows customers in the chemical industry to choose a bio-based alternative with a lower eco-footprint for a broad range of applications, from packaging to footwear.

Cap Raise of the Year: LanzaTech

With the news in December 2014 that the New Zealand Superannuation Fund had made a US$60 million equity investment in LanzaTech— the company raised nearly double its original target of $60-$80 million with a total of $120 million to date.

Last March, the round had a first close of $60 million led by Mitsui & Co. with a $20M investment. In all, the round to date includes new investors NZ Super Trust, Mitsui, Siemens via its Venture Capital unit, CICC Growth Capital Fund I and existing investors: Khosla Ventures, Qiming Venture Partners, K1W1 and the Malaysian Life Sciences Capital Fund. Existing investors Soft Bank Capital, PETRONAS Technology Ventures, and Dialog Group were not among the announced investors so far in this round.

The Series D funds, rather, will be used to extend LanzaTech’s core gas fermentation platform and further develop LanzaTech’s product portfolio. To date, products include fuels such as ethanol or jet fuel and commodity chemicals such as butadiene used in nylon production or propylene used in plastics manufacture.

Proceeds from this round not be used towards the first commercial plant, which is now slated to be operational in 2016. That first commercial facility is fully financed by BaoSteel, one of the largest steel manufacturers in China, and will use steel mill off gases to produce fuels and chemicals. The LanzaTech-Baosteel New Energy Joint Venture will operate the plant and it will produce ethanol and 2,3 Butanediol (BDO) at an annualized capacity of 20,000 tpa (10-12 millions gallons per year). A planned second commercial with Shougang is targeted to produce 25 million gallons of fuel per year.