N ic h ola s A .

L L B ( Hon s) L L M M BA

© 2017 Nicholas Assef. All rights reserved, including the right to
reproduce this book or portions thereof in any form whatsoever.

Softback ISBN 978-0-9945250-0-0, PDF 978-0-9945250-1-7
N ichola s A. As sef

4 | Contents


ABOUT THISGUIDE And why its free6

Stepping Off on the Right Foot8

The 4 Phases
of a Capital Raising10
What should you prepare and why?11
The Introductory Flyer11
Confidentiality Agreement12
Be Careful of Research Mode vs Deal Mode13
Final Process Housekeeping14
Short Concise Pitch Book15
Information Pack and Verification16
The Financial Model,
Assumptions and Use of Funds Statement18
Exit Analysis19
Virtual Data Rooms and Deal Management21
What to include in a VDR?22
Providing a VDR Index
and Document Accessibility23
Indicative Terms Sheet and Track Changes23
Using Track Changes23
Using Clear Language24
Target Investor List24
Contents | 5


Prepare All Written Work and have it Designed26
This Is a Project Management Exercise27
Internal “Deal Champions”27
Consider a “Market Sounding” Initially28
A Step by Step Approach Key28
Know Your Audience29
Practice the Spoken Pitch – Continually 29
Plan for Each Pitch & “Don’t Scare the Horses”30
Have a Game Day plan30
How to deal with nerves31
First & last statements31
Plan to be comfortable and be on time31
Focus on building a relationship32
Don’t “Scare the Horses”32
Preparing for Questions & Answers33
Being prepared to ask questions34
Setting Next Steps for Follow Up35
In Conclusion 35

ABOUT Over my career, I have been fortunate to
THIS interact with many bright and innovative
GUIDE individuals who are passionate about
their business initiative. The world needs
And why its free more positive energy, and so encouraging
this talent should be a part of everyone’s
daily mission.

In the case of capital raising initiatives,
however, passion unfortunately does not
always translate into success. Why is it
that average ideas seem too often get
funding, whilst great concepts cannot get
off the ground?

Whilst there are many factors that can
contribute (including importantly timing
of an idea for acceptance by any market)
I believe that it often comes down to
preparation and presentation. A brilliant
concept poorly communicated is a tough
sell. Not understanding the “process” for
capital raising (as tedious as it seems) can
be fatal.

The good news is that these two factors
are controllable by you. Timing of an idea
not so much!
About This Guide | 7

This guide breaks out the preparation for a capital raising into 2
distinct elements of work:

1. Documentation. The “mechanics” in terms of an overview of
the basic documents needed to be prepared, and commercial
observations for you to consider in thinking through how you
might attack the task.

2. The Pitch. A great pitch deck is nothing if not delivered
meticulously and influentially when the opportunity arises. I
outline selected factors and issues you should consider when
the time comes to present. I do not think it is possible to over
prepare for such an important event. Practice does indeed
make perfect.

The restraint I put on myself is that this guide could not be longer
than 8,000 words. Why? Because I both respect your time and
have read too many publications that are long winded. I want you
to be able to take as much out of this in as short a time as possible.

This guide is not “securities advice”, and of course you need to
consider your own initiative as to whether such a plan is relevant or

Success for me in writing this short work is that at the end of this
you will have had an opportunity to step outside your business
initiative, reflect and look back in. This will simply allow you to
prepare thoroughly and then pitch your opportunity with much
greater confidence.

Good luck with your venture. The world needs more entrepreneurs
like you.
UNDER As with all projects understanding the
STANDING elements of what is required to be done is
THE TASK not always straightforward, but essential
for success.

Stepping Off on the Right Foot

Often it is incredibly difficult to get started
on writing documents. Writers block is
a commonly used phrase that describes
that paralysis. You are not alone, we all
feel that way from time to time.

Motivation is, however, a fantastic energy,
and when combined with “clarity of
purpose” can lead to outstanding results.

I have a long held view that the modern
world is dominated by
3 critical themes:
1. Convenience
2. Excellence
3. Information Saturation

Explaining these:
1. We are creatures of convenience.
Technology and the trappings
of the modern world drive us to
only do those things that are most
convenient to us. If it is too difficult,
we turn off. Fast.
Understanding The Task | 9

2. We consider Excellence a virtue, and want to either strive to
achieve it ourselves, or associate with it in some way. We can
be critical and short term biased of those things that we do
not associate with excellence.
3. We are in an age of information overload. There is so much
information available to us that it is difficult to separate the
quality from the quantity. Information overload can lead to
decision paralysis.

How do these relate to the capital raising efforts of a start-up /
young organisation?
1. Understand that Investors want you to make their life simple,
and deliver them information in a structured way that is
convenient to them.
2. You will need to demonstrate excellence to draw and maintain
their attention. Your work must be influential, interesting to
review and presented in the highest professional standards.
3. You need to focus on directing Investors to the specific quality
information that is relevant for their decision making on your
initiative, amongst the noise of so much information overload.
In the modern world.

It is always useful to put yourself in the shoes of the Investor at every
opportunity. Ask yourself questions such as:
1. Do they explain their business plan simply and can support it
with great core information?
2. Do they conduct themselves with Excellence and are
Investment Ready, or is this under-prepared / needs further
development as a business concept?
3. Are they presenting the right information, and is that
information both independent and credible?
THE The 4 Phases
MECHANICAL of a Capital Raising
It is difficult for the human mind to think
about complex multi-stage tasks. And for
busy Investors making their life complex
generally does not reward you. This is
why with a capital raising I recommend
the task be broken down into 4 simple
1. Preparation Phase
2. Launch Phase
3. Diligence Phase
4. Negotiation and Closing Phase

This book concerns only the Preparation
Phase. I have seen so many great ideas
poorly prepared, and so it really is
important you can nail this phase down
tight. You must be “Investment Ready”
before you go out on the road looking for

I also hope that in detailing these basic
steps and tools in this brief guide, it
will allow entrepreneurs to direct as
much energy as possible into the high
value business planning aspects of their
ventures, and minimise the mechanical
The Mechanical Work | 11

What should you prepare and why?
There are some standard elements that you should consider
working up. The list below is not definitive, but in my experience
for a corporate transaction preparing in this way will put you in
good stead. Feel free of course to evolve or adapt as you see fit.
They are, in a loose order of sequence:
1. An introductory “flyer”. A simple one or 2 page “teaser” aimed
at introducing the opportunity without any confidentiality
agreement being signed
2. A confidentiality agreement
3. A Short Pitch Book (usually about 4 pages)
4. A detailed verified Initial Information Pack or Information
5. A Financial Model of anticipated projections, Detailed Use of
Funds Statement and Valuation Presentation (including exit
6. A Virtual Data Room Index
7. The VDR itself (and associated VDR Rules)
8. Q & A sheet as a “living document”
9. Speakers Notes For Your Pitch
10. An Indicative Terms Sheet
11. Your proposed Target Investor List

The Introductory Flyer
I have seen these come in all shapes and sizes. Short and long.
Simple and complex.
12 | The Mechanical Work

Adopting step by step thinking, the key thing in the Flyer is to
pique the economic curiosity of the Investor sufficiently that they
are interested in receiving more information, and hopefully setting
a meeting. It is your first, simple, selling document.

Front of mind, however, should be the realisation that this is also a
public document, and as such you should be careful in the drafting
of its content. Many successful entrepreneurs take the path of
simply expanding on the Company’s customer facing marketing
material for the Flyer, and in general I think this is a sensible
approach which can be very time effective.

You should also consider how each document you are going
to prepare builds on its predecessor – drawing the Investor in
further as the opportunity develops. Consider in a one page
project management styled document, for example, the index and
“purpose” of each document. Or do it on a whiteboard. This is a
simple way to effectively review the content build across the suite
of documentation you will prepare.

Confidentiality Agreement
The issue of the CA comes up in every deal. Do not be surprised
if you come across Investors who will not sign them, and for
good logic. Professional investors see many deals a week, and the
potential for a conflict of interest is therefore high (they see similar
deals often).

Expect this to happen at some point, and be prepared to adjust
or refine your materials to reach a balance of both protecting
your crucial intellectual property and allowing that Investor the
opportunity of reviewing your organisation’s pitch. Maybe have a
“light version” of an Information Pack, for example, which strips out
a lot of sensitive detail initially.
The Mechanical Work | 13

You should also think about the “strength” of a CA, which
is generally a balance between the legal and commercial
requirements of protection against a backdrop of not presenting
something so stringent that you will either:
1. Scare the Investor off; or
2. Incur significant legal fees and incur unnecessary delays in
negotiating the terms of the CA.

I remember one deal many years ago where a Sydney Law Firm
produced a CA that was about 60 pages long. When this was
provided to our client at the time (a West Coast USA Private Equity
Fund) they just politely declined to sign it and moved on. They
were well and truly scared off.

If the investor refuses point blank to sign a CA then it will become
a judgment call of course as to how you want to proceed. You can
look at other mechanisms such as “no talk” arrangements which
simply mean an acknowledgement your information will never be
shared with others.

Be Careful of Research Mode vs Deal Mode

I have come across many Venture Capitalists and Private Equity
players who were in “research mode” and not “deal mode”. This
means that they have a passing interest in a sector or a technology,
but they are still in the learning phase and not really looking to
make an investment in the short term.
14 | The Mechanical Work

In the early interaction with Investors just make sure that what you
are presenting is timely, and they have appetite to commit. I struck
a situation a few years ago with a major private equity player who
wanted to retain all information that was to be presented by the
Client, including confidential information. They said it was as a
part of any Investment Committee Pack that had been presented
internally. The argument that was given on this was “compliance”.

All this came out in the CA negotiation.

After active discussion, it became clear (by their own admission)
that they were in “research mode” and just trying to stockpile
research for a potential future point in time. Fairly cheeky stuff,
and it only came to light after weeks of seeking clarification.

Hence why I recommend VDRs, and more on that shortly.

Final Process Housekeeping

At the conclusion of your process make sure you follow up and
ensure that your information is either returned or destroyed. I
cannot remember the number of times that I have seen companies
fail at doing this essential step.

Why is it important? In the future you may want to do a further
corporate initiative, and do not be surprised if the old information
The Mechanical Work | 15

Recently I was acting on a deal where a previous advisor, who
had failed to get the deal away, did not follow up and recover
confidential information, pitch books, etc. In the middle of a
meeting an Investor sitting next to me pulled out the old pitch
book from the other advisor and started comparing the numbers
in that to the numbers that the management team was presenting
today. I quietly leaned over to him and asked why that had not
been destroyed or returned to the previous advisors. He just
smiled and put the document away.

They didn’t proceed (after taking up a lot of time), but we were able
to close the deal with another party.

Short Concise Pitch Book
Imagine day after day reviewing pitch books. Whilst it may sound
exciting, it can be a grind. I recently interviewed an analyst from
a VC firm wanting a job, who stated he had to review 1 to 2 pitch
books a day – every day. The guy was exhausted. Quantity
experience – not quality.

Consider the way in which your initial pitch is received by the
Investor. Whether one likes it all not, the pitch document, and you
as its promoter, are in the entertainment industry of sorts. You
want to make sure your pitch is really engaging and interesting for
the Investor – so that it stands out from the crowd.

Whilst it is easy to prepare a 50 page pitch book it is very difficult
to prepare a clear and concise short one. It takes a lot of time to
condense messages and data into summaries. With my team, I
have them very disciplined on getting any corporate initiative into
4 pages for an initial discussion (the 50 page version can come later,
or be used as a deeper reference tool):
16 | The Mechanical Work

1. What is the initiative? A brief description of the Company
or the initiative that you want the Investor or dealmaker to
2. Macro Picture. Why is this initiative relevant? What is
happening on a Macro perspective that makes this relevant?
What challenge are you solving? What disruption do you
3. What do you want me to do? What is the size of the
investment, what is the Use of Funds and what is the deal?
4. What is the payoff? How am I going to make money? In this
area, you have to establish your focus on exit, and present
data on comparable transactions that have been exited
(by Trade Sale, IPO, etc.) and why your initiative will be well
positioned to achieve such an exit.

These are not the be all and end all, and of course you can discard
and look at other summary presentations. What is important
to remember, whatever way you go, is that you need to deliver
something that is punchy, well thought through and influential so
as to move the Investor to the next step (usually into due diligence).

Always have a printed version with you if you are presenting off
an electronic device. You will be staggered the number of times
technology lets people down at the crucial moment.

Information Pack and Verification
The detailed Information Pack or Information Memorandum is a
leave behind document that allows the Investor to understand the
opportunity in much greater depth. Every word in this document
is precious, and its preparation should be approached carefully
and diligently. It is your Business Case and Proposal wrapped into
The Mechanical Work | 17

This guide will not go into the overall content of an IM, as there are
plenty of sources available that can assist (as a last resort grab an
IPO document or Prospectus as they generally follow the same layout).
I will provide you with a number of observations and tips, however,
to help you prepare effectively.

Firstly, make sure the document, at its conclusion, is verified. This
means that every statement made, data provided or information
referred to is sourced, and that source information is available for
review in the VDR if so required. Commercial and legal verification
(reviewing key legal documents) are the basics.

The upside of this painstaking preparation is that the hard work is
done upfront, and you can signal to the Investor that they will not
be wasting their time by being delivered “untidy” material. You will
also know the information back to front.

Secondly, look for good sources for data and think logically about
your business projections. Leaving aside financial growth rates
(which are commented on separately) study the leading public
companies in a sector and look at the comment and data that their
leaders are providing to the public markets. Time after time I have
seen a small start-up project that its business growth rates will be
greater by a large factor than dominating public companies, or
that its view of market size is completely different. Understand the
Investor will independently be trying to establish these things and
predictably will look at sources for data including the above.
18 | The Mechanical Work

Thirdly, don’t “hand pick” data that you want to refer to and present
it in isolation. I see this all the time. If it is economic macro data
go to Government Statistics Sites or Industry Peak Bodies – don’t
pick data that comes from some obscure source. Consider how
such a simple thing as being wildly wrong on a population growth
rate impacts the overall feeling of confidence on the pitch – if you
are wrong on such a basic, then what about the more aggressive

Fourthly, present key opinions with strength of argument, and
consider as much as possible weaving in Infographics and
graphs to support your position. Sites such as Slideshare provide
thousands of inspirational presentations – and I recommend you
consider this “entertainment” angle at length as a part of the IM as I
hope you do with other documents you prepare.

You want to make sure your great idea translates to compelling on-
paper communication.

The Financial Model,
Assumptions and Use of Funds Statement
Any Investor will expect that you have an intimate understanding
of the projected financial performance of your Company. To be
clear, this is not specifically an expectation that you will 100% hit
those projections, it is as much about your level of preparation,
financial acumen and confidence in the use of the investor’s
capital. You need to be able to discuss all matters financial, with
your eyes shut. It is now not about marketing, but convincing
the Investor that their capital will make a significant and positive
The Mechanical Work | 19

Consider the following:

The financial model outlines the revenue and expenses glide path
for the coming years. From a credibility perspective the next 12
months is obviously the most critical, as for emerging companies
there are always wins and losses that take place. Know the next 12
months like the back of your hand – and also be ready to discuss a
100 day plan. It is a common question.

The key data assumptions that drive your model need to be
reasonable. Assuming, for example, that your technology will
be so appealing that it will attract a viral growth rate may be too
aggressive. When asked on why you have chosen those specific
assumptions, be ready to discuss in detail. This is as much about
the logic behind those value drivers, and your understanding of
them, as anything else. And always be prepared to discuss market
size and how you arrived at such conclusions. In one recent deal a
Company’s inability to engage and explain what potential market
size might be, resulted in an Investor parking the opportunity
indefinitely until that data was provided. Warnings to the CEO had
fallen on deaf ears – unfortunately as it is a great concept.

The Use of Funds statement details the capital request and the
timing of the need of that capital. This 2nd limb is important. It
may be that you require a capital commitment, but do not need
100% of the raising on day 1. Structured capital injection deals can
be attractive for investors.

Have a simple summary sheet of the Use of Funds, but that this
links to a very detailed projected line–by-line analysis of how
capital will be deployed. Such analysis is not painting you into a
corner (always build flexibility in), but it shows the Impact of Capital
which is something I rarely see focussed on. Effectively, this is
along the lines of:
20 | The Mechanical Work

“We will spend the first $5m in the following way, and that will allow
the business to mature as follows. We would hope the valuation
impact that this would have would therefore be material”.

Investors want you spending the money quickly & effectively.
You just need to show them that the business plan will mature
positively as a result. And they don’t like surprises or waste. I
had the misfortune of an investment many years ago where the
Founder immediately went out and spent money on the most
ridiculous things for the flash new office he signed a lease on. I
learned my lesson well and truly from that one. Having a logo
dyed into a carpet for thousands of dollars that is hung on the
office reception wall is not what I would call positive impact of
capital in growing shareholder value. He of course disagreed.

Exit Analysis

Any investor wants to know how they will be able to harvest their
capital. At the start up / early stage doing a detailed exit analysis
can be of only limited reliability – so the central thing to focus on
is the prospect of this initiative being an attractive one down the
road once fully developed.

You should be able to demonstrate your knowledge of the market,
and your ambition to exit the business at value in a timely fashion.
Not surprisingly, financial investors seldom want to be pioneers in
a market sector, and they draw comfort from peer organisations
investing into companies similar to yours and also successful
corporate transactions that have already taken place. Most are
much more comfortable at the “leading edge” rather than the
“bleeding edge” as it if often referred to. As such you need to be
able to demonstrate that you are also wired into the deal making
The Mechanical Work | 21

There are lots of available sources of information out there, and
any advisor should be able to lend you a hand in identifying a
sample of precedent deals you can refer to.

The two traditional exit approaches are Trade Sale or IPO, although
there are a number of others which tend to be hybrids of these.
The information that I recommend you prepare is simple, but will
likely take you some digging:
1. Analysis of various funding rounds that are similar to your
corporate initiative
2. Trading valuations of public companies that might be in your
3. Deal values of M&A transactions that have taken place

Demonstrating a healthy deal economy not only validates the
potential for exit, but cuts down the work that your Investor will
need to go through to do this analysis. Importantly as well in (1)
above are the identities of the Funds that have put money into
the sector. Smaller VC’s and other Investors often gain comfort
from knowing heavyweights are putting capital to work in similar
projects or in your specific sector.

Virtual Data Rooms and Deal Management
A Virtual Data Room (VDR) is an interactive online repository for
documents that will be reviewed during the Due Diligence stage
of any process. No, it is not the same as DropBox. I have used a
number of different providers over the years and overall, all do
a fine job, although check pricing – which typically is based on
length of time required for the service and the amount of data that
is uploaded.

The benefits for you using a VDR include:
22 | The Mechanical Work

1. It is a convenient one stop place to display the DD
2. It is secure, and to access it any Investor must agree to “Data
Room Rules” which display before access is granted
3. You can take advantage of a number of security functions,
from the “locking of documents” and preventing their printing
(for example) to being able to observe the time logged in by
any participant
4. All Q & A can be managed through the VDR, and this means
that any “representation” or additional data provided by your
Company is tracked

The third point is important. Investors will tell you they are
interested, but until you see them spending time and money on
investigating your opportunity then it is hard to be convinced that
they are really engaged.

In addition to the Investor, they will (as interest develops) likely
introduce investment bankers, accountants and lawyers into the
VDR environment. From a project management perspective being
able to monitor the activities and respond to inquiries is made
efficient – and the convenience of being online is of course that
such professionals can review that content from anywhere.

What to include in a VDR?

Examples of Due Diligence Indexes abound, but remember to
tailor for your specific needs. In general, you should be able to
break thing into a number of predictable sections:
The Mechanical Work | 23

1. Corporate: This will give an overview of the corporate entity,
directors, shareholders and other basics that will provide an
understanding on how the initiative has been set up and
functions. This should also include basic Organisation Charts
and the like
2. Macro Data: This is information that supports your company’s
vision, including competitor analysis, product analysis, etc.
3. Commercial: This will include such things as Business Plans,
Marketing Plans, Product Strategy, SWOT & PEST Analysis, etc.
4. Financial: Any financial models and build up on assumptions
that included in those models
5. IP: How is your IP protected today, or projected to be
protected? Importantly, if you just so happen to be in
software, be prepared to defend in detail the “chain of
ownership” where contractors might have been used
6. Legal: In here any key agreements (including shareholders,
clients, suppliers or anyone else that material) should be

This is the bare bones so knock it into shape early and make the
job easy.

One thing that I would recommend you do in some depth is
include a section on “Independent Research”. Within this folder
include (as examples) any white papers, government releases,
business articles or academic pieces. Doing so makes it not
only convenient for the Investor, but also will provide you with
a convenient one stop location for your verification purposes
(assuming you will rely on such information).
24 | The Mechanical Work

Providing a VDR Index
and Document Accessibility
As a part of the information flow, providing Investors with the Draft
of a VDR Index at the end of your first meeting can be strategically
smart, as it is a clear and tangible example of just how organised
and professional your opportunity is. You are ready to go, and they
won’t waste their time.

Once you have allocated folders and uploaded documents the VDR
automatically produces an index.

Having all documents displayed on an Index does not mean
that they are all accessible. You can design your VDR to allow
access through “phases” so that the most sensitive commercial
information is held back until the deal is all but done. Investment
bankers often refer to this highly sensitive information as being in
a “Black Box”.

Indicative Terms Sheet and Track Changes
After you have been able to draw potential Investors into the
Diligence Process you will be required to present an Indicative
Terms Sheet. Again there are many versions of these publicly
available, and there is no magic in their preparation. The key
thing to remember is that the greater the detail captured in the
Terms Sheet the less the requirement for lawyers to translate
the intentions of you and any investor in the drafting of the
Shareholder Agreement, Subscription Agreement and supporting
documents that are the final step to the funding process.
The Mechanical Work | 25

Using Track Changes

Get used to the blackline function in your word-processing
package. In Microsoft Word you will find this in the “Review Tab” in
the Centre of the Ribbon with “Track Changes”.

Sending versions of the document back and forth can be made
frustrating and ineffective unless blacklines are used. This function
simply highlights the changes made from version to version of the

Using Clear Language

Make sure that all understand the language and intent of the
drafting clearly. As I write this, I am negotiating a Terms Sheet
on a large deal where a clause simply has not made sense. A
lawyer has introduced text that may make sense to them, but its
interpretation can be argued in a number of different ways. Maybe
it’s an intentional tactic. I hope not.

The Terms Sheet should be first and foremost a straightforward
commercial document. Avoid drafting complexity as it will just
mean things will drag out. The thinking on this can go – if we are
having so much trouble getting a Term Sheet done what does that
mean about the Shareholders Agreement or better yet, how we
will work together as a team post investment.

Target Investor List
You have only limited resource, so fish where the fish are. It is
important to do your own diligence and research as a part of the
compiling of any potential Investor list. Identify those open for
investment and those that are not.

Things that I believe you should look at include:
26 | The Mechanical Work

1. Sector appetite. Is this Investor active in investing in
companies such as yours?
2. Current portfolio. Do they have similar investments already?
If so they may have no room in their portfolio for another
3. Funds Under Management (FUM) and Job Lot Size. How
much capital do they manage, and what is their typical
investment amount? Are you too small or too big for them?
Do they have capital left to invest?
4. Decision Making Path. How do they make decisions
internally? Who is on their Investment Committee? How long
does it take them to make decisions?
5. Typical Deal Structures. What are their typical deal terms?
6. Exits. Have they had successful exits?

This is only a sample of the things you should consider before
you hitch yourself to any Investor. As for finding potential capital
partners there are many Associations and Publishers that both
specialise in all sectors of financial sponsor – so do a bit of digging
as compiling a list will take time, but not be difficult.

Also build yourself a simple database. You can do it in Excel or
a simple free CRM package. Just keep a note of all interactions,
information on an Investor, etc. If you are dealing with a few
at the same time it can become confusing and so keeping the
housekeeping in order can avoid embarrassments as much as
anything else.
Presenting With Influence | 27

PRESENTING The documentation and process are only
WITH a part of the challenge and won’t by
INFLUENCE themselves get you funded. You need
to spend just as much time, if not more,
making sure you have project managed
this initiative with military precision. So,
when you roll into Launch Phase you are

There are many books written on the
psychology of “influence” and if you have
time grab one and read it. I love the work
of Robert Cialdini, but there are many

These are brief thoughts on best
preparing yourself.

Prepare All Written Work and
have it Designed
It is not a writing contest. I have found
that investors generally warm to “punchy”
documents that convey concepts crisply
and clearly. Treat every word as precious.

Have your work reviewed both proof read
by someone else, and set by a graphic
designer. I call this “Leave behind Factor”.
When your work is passed around in
the Investor’s Firm you want all to be
impressed with both content and the
visual impact of the presentation.
28 | Presenting With Influence

I have kept a designer on staff for many years. It is one of the best
decisions I have ever made. She is an incredible asset and we are
all proud of the work we hand over to clients – from the simple
document to the extensive presentation.

Spare a few dollars to make sure the vision of your initiative is
freshened up – there are many online services now days that can
deliver a professional result cost effectively.

This Is a Project Management Exercise
Capital raising can take many months and be frustrating. As such,
ensure you have workflows and project management skills to
be able to manage this initiative at the same time as working on
the business. It can be difficult to balance both, hence the use
of investment bankers to outsource all work to – but that is not

Before you begin, make a plan of the factors that will be relevant to
you - which the basic workflows in this guide will hopefully assist
you to do. You can change them at any time – but you need to be
working always in frameworks to keep this exercise organised and
on track.

Internal “Deal Champions”
Often, we refer to “deal champions” as professionals within the
Investor firm who has carriage of the opportunity. They are usually
the lead contact and become the internal promoter of why your
initiative should be funded.

That individual is usually the key contact point you have made,
but sometimes the function of progressing an opportunity can be
delegated (particularly in larger VC Firms).
Presenting With Influence | 29

It is critical for you to both identify and build a rapport with that
person – who hopefully will stand up in front of an Investment
Committee and seeking support.

Consider a “Market Sounding” Initially
Rather than pitching to multiple investors straight out of the gate,
consider getting in front of a lower priority target and pitching to
them initially. Think of it as a practice game before the real action

Doing this will provide you with a number of strategic advantages:
1. No pitch is perfect straight away, and by doing a “sounding”
you will be able to get the benefit of feedback from a credible
party, and then build that into a revised pitch.
2. Although you will have likely prepared responses to many
questions, you will naturally not have covered all of them.

Think of this as a fine tuning of both your spoken pitch
presentation and written materials. Work through the questions
and process with that investor, and understand their requirements.
If there is rejection ask for detailed feedback on why – you then
have opportunity to quietly make adjustment before you pitch to a
wider audience.

A Step by Step Approach Key
One of the most basic mistakes I see in corporate initiatives is the
attack it all at once approach. Whilst you may be the talented
entrepreneur who can pull it off, on the whole that road leads to
30 | Presenting With Influence

So what is a step by step approach? It is about focussing on
the next step in a process as the moment of priority, whilst
maintaining awareness as to where it fits in in the big picture.

For example, if no party signs an NDA (or agrees to a meeting if
they won’t sign one) then there is no chance of a fundraising. As
such when in that early “phase” of the corporate initiative focus on
that step of getting NDAs signed (or meetings booked) and initial
information circulated, as the primary priority.

Of course, there are no “high walls” that mean this should all be
inflexible, and often you will be working across phases at the
same time. Never lose focus on the need to work through a
structured path for each investor you are engaged with – which
the institutional grade investor will in fact expect and appreciate
(that you are well prepared and know the drill).

Know Your Audience
Always research the people you are about to present to. There
are multiple sources to gather this information. LinkedIn an
obvious one. Understand the deals they have worked on, areas of
expertise, experience and seniority within teams.

Keep this valuable information within some basic database (even a
Contacts programme will do). Build on it with each interaction. You
will gain considerable confidence in so doing.

In a recent meeting a very bright person turned up wearing an Old
Boys School Union Tie. It was no coincidence that it was my old
school. This fellow (to his credit) was a case study in preparation
and knowing his audience.
Presenting With Influence | 31

Practice the Spoken Pitch – Continually
There is a real art to converting your written work into a
compelling live pitch.

You would have heard many times about being able to deliver an
“elevator pitch”. This is similar to the 4 basic requirements that I
have developed as a framework for Short Pitch Books.

The human brain is wired to hear a number of things. Be focussed
on the first impression and the last impression that you will make.
You only get one chance.

I recommend you rehearse the pitch book many times. In doing
so you will also see the logic in having shorter more concise
documents. It is quite difficult to stay on message with (for
example) a pitch book that comprises of 30 pages of text (seen that
many times).

The legendary comedian Jerry Seinfeld talks about when he
was given his first break on a late night show. Seinfeld recalls he
practiced over and over for months for a few minutes slot. When
the night came, he nailed it.

If it is good enough for one of the most successful entertainers on
the planet to practice, practice, practice then it should be good
enough for the rest of us. You don’t want to sound like a parrot
– but practice will assist you when thrown off key (which some
investors do on purpose) with questions to come back on track. You
will have confidence and command of your subject matter.
32 | Presenting With Influence

Plan for Each Pitch & “Don’t Scare the Horses”
Have a Game Day plan

Just as with other things, have a short project plan on how each
meeting should be designed to take place, meeting schedule for
the day, contact details in case you late, etc.

Planning leads to confidence, and if anything does go wrong you
are organised to deal with it without stressing.

How to deal with nerves

It is very easy to get nervous. I am fortunate to speak at a number
of conferences, and getting up in front of a room full of people
is still not easy. Nor is it easy to present to two people in a
Boardroom when you want money from those folks.

We all have our own approaches for dealing with nerves, and it is
important to both recognise when that feeling starts to bubble
up and how to deal with it. For example, I find slowing the
conversation down helps enormously.

First & last statements

Make sure you really have nailed the first and last statements that
you are going to make in relation to your pitch. Besides settling
you down nerve wise (not scrambling for opening words) it sets the
tone for the entire meeting with a great lead in statement.

Similarly, when you draw it to a close, or worse if the Investor cuts
the meeting short for any reason (and it often happens) being
able to leave the meeting with a powerful closing message being
delivered is critical. And feel free to be firm on this – if an Investor
basically says they have to go lead in with something such as:
Presenting With Influence | 33

“Thanks for your time, we are all busy and I understand things come
up. I would like to leave you with one key message on why you should
invest in this initiative which is …………”

Plan to be comfortable and be on time

Understanding how to present comes down too little things such
as clothes you wear, ensuring you have eaten and are well slept,
etc. Unbelievably, recently we had a team come in early afternoon
who wanted to raise over $50m. They all reeked of alcohol. Not a
good impression.

If you are late for any reason make sure you call (don’t email or text)
ahead and either speak or leave a message.

Make sure you nail all the things you can control, and detail them
in your project plan to be doubly sure. If you are comfortable and
organised believe me, it will help with your confidence.

Focus on building a relationship

Your opening statements need to be positive and encouraging
– generating curiosity. Avoid giving hard ball positions at all
costs. Recently I was pitched on a business opportunity that I had
significant interest in. But the way the valuation expectation was
delivered so early (effectively a “demand”, and a very large one at
that) made a bad impression – leaving aside what that valuation

In reviewing your pitch make sure you have adopted that step by
step approach. Your goal is to advance parties in your process with
each interaction of them.
34 | Presenting With Influence

Don’t “Scare the Horses”

This is an often used expression that basically means something in
the pitch has been presented that is so confronting, that the investor
will almost certainly not engage. They have been scared off.

A recent example involved a young company presenting with a
valuation expectation that was both sky high and unfounded.
Whilst those issues arise on almost every deal, the struggle here
was the statement that the Founder would “refuse” to negotiate on
the valuation.

Setting the valuation to one side, the real issue was the potential
to successfully work with that Founder. It was assessed as low.

In your presentation make sure you are not going so far out on a
limb that it will be difficult to climb back in. Remember the job is
to move an investor step by step through a process – that’s it.

Preparing for Questions & Answers

There are going to be both predictable and “left field” questions
that come at you. In order to both capture and develop this
knowledge I recommend you construct a Q & A database. This can
be done simply in Excel or Word with a three-column sheet.
1. The Question
2. The Proposed Answer
3. The source of the question (keep track of who asks what)

The predictable will likely include:
1. What experience have any of the team had with managing
outside capital?
2. Who owns the Intellectual Property?
Presenting With Influence | 35

3. What is the Revenue Model and why will it work?
4. How will you get clients and how do you then need to
support those clients?
5. How is the Intellectual Property protected?
6. Who are the Company’s competitors?
7. How big is your Market? Is it growing and if so at what rate?
8. Why are you different?
9. How is what you are doing going to get commercial traction?

You would undoubtedly have heard about SWOT analysis, but
there is also PEST analysis to consider. This acronym refers to an
alternate framework of Political, Economic Social & Technology
factors. Often regarded as Macro risks and opportunities.

In your meetings, you will notice the discussion will generally
oscillate between big picture and small picture questions. Having
a good handle on a typical SWOT and PEST approach to your
business initiative will stand you in good stead.

As a final note never make answers up on the run. Simply remark
that it is an excellent question, but that you would like to get back
to them on that one. Especially if it is something right out of left

Being prepared to ask questions

Interactive meetings overall are much more productive than a
one way discussion. This is an opportunity for you to be assessing
the fit of your potential future partner as much as it is for them
assessing you.
36 | Presenting With Influence

To be able to make an objective comparison of the various
Investors you will speak to consider a pool of standard questions
you might ask, including:
1. Tell me of how you partner with your investees – what does a
typical month look like in terms of communication, meetings,
reporting, etc.?
2. Can you tell me about one investment that has done well
and another that has not done well? Why did each of those
achieve their respective results?
3. How long do you typically want your money tied up for?
4. What understanding do you have of our industry sector? If
you have not made any investments in this sector thus far
why not?

Again, take these as guiding examples only and tailor, discard or
adopt as you see fit.
Presenting With Influence | 37

Setting Next Steps for Follow Up
It is also important to ensure at the end of the meeting that you do
2 things:
1. Set a concrete next step. Commit to contact them for
feedback in 2 or 3 days, for example
2. Respond to questions. Separately have answers available
for any questions that you took “on notice” during the pitch

Do not be forceful in getting agreement for next steps, but don’t
leave the room without something. It is a critical part of the “sales”
aspect of your capital raising initiative. A simple one could be
along the lines of:

“Thank you for your time as I know you are busy. I would appreciate
feedback once you have had a chance to digest all this, and perhaps
we could have a further chat by phone in a couple of days when I
have had a chance to compile the outstanding information from this

You would be surprised how often entrepreneurs fail to follow up
– expecting that the ball is in the investor’s court. Seldom does the
phone ring unprompted…
38 | Presenting With Influence

In Conclusion
Your time, energy and innovative mind are all incredibly valuable

This guide is not meant to be a comprehensive work, but rather a
“catalyst” to help you step outside of your venture and to look critically
inwards on the state of readiness to conduct an effective capital
raising.  Preparation is both “mechanical” in terms of documentation
and “strategic” in relation to both yourself and your team.

You will strike many opinions on the best way to prepare, and
consider this short work one set of opinions to consider in terms of
protecting your assets.  Feel free to adopt, adapt or discard as you
see fit.

In the conference presentations I deliver I always try to leave the
audience with 3 key takeaways.  To conclude this work I would
submit the following critical matters for your reflection:
1. Venture Capitalists, Angels and Investors in general are
saturated in opportunities.  Be prepared to clearly explain
in both writing and oral presentation why your initiative is
2. Work on your oral presentation and persuasiveness
relentlessly.  You need to speak flawlessly, including being
able to engage in introductory Q & A.  If it is good enough for
Jerry Seinfeld…
3. Make it easy.  Do the heavy lifting up front, prepare
documents professionally and get your house to effect
due diligence.  This will give you confidence to convince
the prospective investor that dealing with you will be

Good luck on your journey.  Stay positive and focussed. The world
needs more entrepreneurs like you.
| 39


As to why this is free, it is simply because this is a part of giving

If you could make a tax deductible donation to a charity of your
choosing for even a few dollars that would be great.

It does not need to be much, and although I would highlight
causes such as the work done by Rotary International (of which I
am a member) and some of the amazing Kids Charities out there –
at the end of the day the decision is yours.
ABOUT Nicholas Assef is the Founder and
THE Executive Director of LCC Asia Pacific, a
AUTHOR boutique Strategy & Corporate Finance
practice that operates in Australia and
across the South East Asian region.
Formerly an attorney with Allen Allen
& Hemsley, Nicholas transitioned to
investment banking nearly 20 years
ago, and founded LCC in 2004 following
working in bulge bracket and boutique
investment banking operations.

Nicholas holds Bachelor of Laws
(Honours), Master of Laws and Master of
Business Administration degrees – and
continues further academic pursuits in
his abundance of spare time. He is a
member of numerous leading professional
associations, is heavily involved in
Philanthropy (particularly around funding
research into auto immune diseases and
providing support for sick kids & their carers).

He regularly speaks at conferences across
Australasia and is also the Founder of
the Twitter news feed @MergerNews
which tracks and relays public and private
company M & A activity daily.

Nicholas lives in Sydney with his incredible
wife Kelly, his 2 daughters Jordan & Lauren
and his 2 naughty dogs Louie and Coco.
About the Author | 41