® VCIC 2006 Player Handbook Prepared by Patrick Vernon VCIC National Coordinator July 2005 VCIC ® VENTURE CAPITAL INVESTMENT COMPETITION Player Handbook Table of Contents Introduction.......................................... 1 About VCIC® ....................................... 2 What to Expect..................................... 3 Tips for Preparing ................................ 5 Organize Your Own Internal VCIC..... 9 Sample Fund Profiles......................... 10 Term Sheet Template......................... 11 Judging Form ..................................... 12 Logistics............................................. 15 Agenda ............................................... 16 Rules .................................................. 17 Non-Disclosure Agreement ............... 19 Hall of Champions ............................. 20 Regional Host Schools....................... 21 Regional Host Application................. 22 www.vcic.org vcic@unc.edu ©2005 UNC Kenan-Flagler Business School All Rights Reserved VCIC® Player Handbook INTRODUCTION July 6, 2005 Dear VCIC Contestant: Let me start by saying, if you’re reading this on the airplane en route to compete at VCIC, then I’m really sorry. It’s too late. Go ahead and put this back in your paid-for-by-some-corporatesponsor backpack and read the Journal, ‘cos I can’t help you now. If you’ve got a month or so to go, then I envy you! You are about to embark on probably the most rewarding journey of your MBA career. I know it was for me, though to be honest, I was one of those guys in the first sentence. I put this Handbook together because I respect the time commitment you have made to participate in VCIC, and I want to make sure that every minute you spend preparing is productive. Let me promise you this: you will immensely enjoy the 48 hours you spend at VCIC. There is nothing like it. No other experience at business school has the diversity of challenging activities and the depth of exposure to very smart, creative and successful people. You’ll learn more than you thought you could in 48 hours. I will make you one other promise: every minute you spend preparing will be worth it. Take advantage of VCIC as your excuse to reach out to alumni, classmates and potential mentors to further your own professional network. And come to win. Winning is good. We’ll have a check for you and everything. See you there, Patrick Vernon VCIC National Coordinator Center for Entrepreneurial Studies UNC Kenan-Flagler Business School ® VCIC is an entrepreneurial education experience created by UNC Kenan-Flagler Business School. ©2005 All Rights Reserved 1 VCIC® Player Handbook ABOUT VCIC® VCIC® is NOT a business plan competition! It is a competition in which student teams play the role of hypothetical venture capital firms charged with evaluating investment opportunities and deciding where to place their money. Also participating are real entrepreneurs seeking funding (the investment opportunities) and a panel of real venture capitalists who act as judges. Teams read business plans, meet entrepreneurs, conduct an abbreviated due diligence and summarize all of their analysis in an investment strategy that they pitch to the panel of VC judges. Students use quantitative skills to evaluate business plans – accounting, finance, operations, marketing, organizational behavior, strategy, etc. Qualitative skills are tested during presentations and Q&A sessions – from building a rapport with entrepreneurs to confidently presenting (and defending!) strategies to VC professionals. Lastly, teamwork and strategy are essential to handle the workload. What do past participants say? 98% - highly recommend 92% - VCIC is a lot of fun 74% - best educational experience of b-school BRIEF HISTORY In 1998 the technology boom was well under way, and business plan competitions were popping up at almost every business school. UNC’s Kenan-Flagler Business School was looking for a new twist on the old idea. What if students play the role of investors rather than entrepreneurs? What if real entrepreneurs who are pitching to real VCs pitch to students instead? Students could have the opportunity to evaluate numerous real business plans and share in the dreams of real entrepreneurs from the perspective of potential investors – what a great education for future entrepreneurs and future venture capitalists alike! Thus was the genesis of VCIC®. UNC, Duke, Virginia and Wake Forest participated in this new experiment in 1998, and it worked. Within two years, VCIC went national, with four regional competitions and 27 schools. By 2002, all of the nation’s top business schools were regularly signing up, with many more knocking at the door. By 2005, two new wild card rounds had been added, bringing the number of schools participating to 42. VCIC is the only competition to include teams from all top 20 business schools. ® VCIC is an entrepreneurial education experience created by UNC Kenan-Flagler Business School. ©2005 All Rights Reserved 2 VCIC® Player Handbook WHAT TO EXPECT This section explains the process of a 48-hour VCIC event. Wild card and internal events are very similar, but are condensed into one day (see Special Notes below). THURSDAY EVENING / FRIDAY MORNING Upon arrival, all teams receive the same “fund profile” that will spell out your fund’s size, age, focus, etc. After signing the rules and a non-disclosure agreement, you receive two copies of each business plan. Most teams return to their hotel rooms (with wireless internet) to read and research the plans. You are due back on campus for entrepreneur pitches at 1:00 p.m. Friday, which gives you less than 18 hours to do a month’s worth of due diligence. It is imperative that your team has a strategy for handling this workload. During this time your team needs to: • Read business plans • Thoroughly research all plans (do not dismiss a plan yet!) • Fully prepare for due diligence sessions, including a list of questions and strategy for each entrepreneur FRIDAY AFTERNOON At 1:00 p.m. sharp, entrepreneurs begin pitching. No questions are allowed during the presentations. Slides are not distributed, so it is important to take good notes. Directly after watching the presentations, each team will have an individual 15-minute Q&A session with each entrepreneur. This session is your chance to get any information you need directly from the entrepreneur to make your decision. It is also the first opportunity judges will have to watch you perform, and each judge will only get to score your performance with one entrepreneur (they can only be in one place at a time). Hence, your team needs to be on its game for all Q&A sessions. Think of these deals as having been referred to you by a respected colleague or a limited partner. Even if you know you cannot fund the deal, you will have to explain your decision thoughtfully. Friday afternoon is a test of skill, preparation, strategy and endurance. It is also the soul of VCIC, wherein you get to share in the dreams and match wits with gifted entrepreneurs. As you will learn, venture capital investing is a people game, and you will be surrounded by very talented people. Friday afternoon is grueling, but it is fun. FRIDAY NIGHT Dinner is provided nearby (all meals during the competition are provided). Teams then have until 10:00 a.m. Saturday morning to turn in their first deliverables: a one-page executive summary and one term sheet summary for each deal you choose. You have fewer than 16 hours to finish any relevant research, select your investment(s), choose all the terms in the deal(s), write your exec summ and begin work on your PowerPoint presentation. Oh yeah, and sleep. Sleep is nontrivial. You’ve got a big day tomorrow. ® VCIC is an entrepreneurial education experience created by UNC Kenan-Flagler Business School. ©2005 All Rights Reserved 3 VCIC® Player Handbook TIP: bring your own templates for the executive summary and PowerPoint presentation so that you do not have to start from scratch at the event. SATURDAY MORNING After you turn in your 10:00 deliverables, you have only two hours to finish your PowerPoint presentation. Do not simply repeat your executive summary; judges have already read that (you never want to bore VCs!). Make sure you add value to what the judges have already seen. Behind the scenes, judges will be working diligently reading your written deliverables and preparing questions for you. SATURDAY AFTERNOON At noon, your PowerPoint presentations are due. No changes may be made after noon. All teams must have a representative present for the random drawing that determines the order in which teams present. After the drawing, teams may trade with each other for time slots. The first time slot is 1:00, the last, 3:20. The benefit of going early is that you get to stay and watch the teams after you. The benefit of going later is that you’ll have more time to practice your pitch, though you may be presenting to a packed house. Upon finishing, teams are welcome to stay and watch the rest of the teams (either in the same room or by video simulcast nearby). You will receive a package that includes: • Summary of judges’ opinions • Spreadsheet of all teams’ investments • One copy of all other teams’ deliverables • List of all questions asked by each team during the due diligence sessions. That’s it – you survived! Now you just have to wait for the judges to make their decisions. After the awards ceremony you will have the opportunity to meet with and receive feedback from at least one of the judges. SPECIAL NOTES FOR WILD CARD AND ONE-DAY EVENTS The process for one-day events is the same with a few notable differences: • There are only two entrepreneurs instead of five. • You receive business plans via email before arriving. • You must invest in exactly one company. • Optional templates are supplied for all deliverables due to the limited time frame. • You have less than three hours to make decisions and turn in deliverables. ® VCIC is an entrepreneurial education experience created by UNC Kenan-Flagler Business School. ©2005 All Rights Reserved 4 VCIC® Player Handbook TIPS FOR PREPARING Gone are the days when your very bright but unprepared team could arrive at VCIC and expect to make it to the next level. VCIC has become too competitive and the teams too sophisticated. Nowadays, one simple mistake can be the one that drops you from 1st to 3rd place and out of the running for the finals. It is no accident that the last three national champions started by practicing at an event on their own campuses, the best way to prepare. Not unlike a sporting event, your ability to perform in the clutch will be a direct result of the time you spend training. Why spend so much time preparing for VCIC? Because this experience will be one of the most rewarding things you do in graduate school. 98% of participants highly recommend VCIC, and 74% agree it was the “best educational experience of their MBA careers.” That’s 3 out of 4 saying it was the best! And the more you prepare for VCIC, the more you learn and the more rewarding the experience. Simply put: it is well worth your time. With this in mind, I offer the following four suggestions to best prepare for VCIC: 1. Practice the VCIC process 2. Form a diverse team 3. Recruit VC coaches 4. Create a game plan 1. Practice the VCIC Process I put this #1 because there is no doubt that the best way to prepare for VCIC is to actually go through the process. Would you take the GMAT without taking a practice test? VCIC is a lot more complicated than the GMAT. Your team will be reading, researching, writing, role-playing, questioning, being questioned, rushing, formulating, formatting, fighting… Being acclimated with the process frees you up to concentrate on your winning strategies. If your school does not already hold an internal competition, consider organizing a small one. This is by far the best way to prepare and the best way for your school to select the most competitive team. Half of the schools at the finals in 2005 started at some sort of internal competition. Even if you only recruit one entrepreneur to pitch to two teams, it will be a very rewarding experience for everyone involved. If you cannot organize an internal event, recruit at least one entrepreneur with whom your VCIC team can practice. In a pinch you can use a student business plan team. Go through the entire VCIC process: • Review the business plan • Watch the entrepreneur’s 10-minute pitch • Conduct a 15-minute due diligence session (this is role-playing and practice is extremely helpful) • Give yourselves a few hours to make a decision and prepare an executive summary and a term sheet summary ® VCIC is an entrepreneurial education experience created by UNC Kenan-Flagler Business School. ©2005 All Rights Reserved 5 VCIC® Player Handbook • Present your analysis to coaches who can provide feedback on your work You will learn a lot about the VC industry, the VCIC process and also about how your team works together, which will put you a big step ahead of teams who have never gone through it before. 2. Form a Diverse Team The best teams have members with diverse backgrounds and skill sets. A good mix might include, for example, a numbers cruncher, an IT guru, a life sciences authority and a marketing whiz. It is also a good idea to make sure you have at least one expert presenter, a term sheet authority and a good negotiator. Strong communications skills are needed throughout your group. A diversity of industry backgrounds is also recommended, as the entrepreneurial ventures will be from various sectors. Teams do not have to be exclusively comprised of business school students. PhDs, JDs and even MDs have done very well at VCIC. The only requirement is that all team members are graduate students enrolled at your university. This is a “team” competition, and judges are looking for depth. 3. Recruit Coaches Through VCIC you have a rare opportunity to connect with potential mentors in your venture community. Whether you are organizing an internal VCIC or lining up coaches for your team, leading your school’s VCIC effort is a great way to network. You should seek out two types of coaches to help you prepare: VCIC alumni and VC professionals. By “VCIC alumni” I mean anybody at your school who has experienced VCIC, including 2nd-year students, graduates and your VCIC advisor. Have these coaches walk you through the VCIC process and help you create specific strategies for each step of the competition (see item #4 below). Put together a notebook to help next year’s team prepare. The best VCIC teams will develop their own techniques for assessing deals by assimilating the experiences of multiple coaches, including venture capitalists, angel investors, entrepreneurs and lawyers that specialize in venture capital financing. Coaches can provide very valuable insight on industry trends and pre-money valuations for deals happening today. This information is often hard to find, and a coach can help a team establish what the appropriate ranges for different types of deals are. Valuation can differ across sectors, technologies and geographical regions. Understanding these subtle differences can have a profound impact on the success of a team in the competition. Have a VC walk your team through several recent deals done by his or her firm and explain what the key risks were in each deal, why the company was valued the way it was, and why the deal was structured the way it was. Also ask the VC to explain how a fund’s investment decisions can be influenced by the fund’s size, age, industry focus, intensity focus and geographical location. Show your coaches the sample fund profiles and talk about each point. At VCIC, you will need to have a holistic understanding of how a VC firm operates. ® VCIC is an entrepreneurial education experience created by UNC Kenan-Flagler Business School. ©2005 All Rights Reserved 6 VCIC® Player Handbook 4. Create a Game Plan VCIC judges have remarked at how sophisticated VCIC teams have become. Everyone is very smart and very well prepared. In this competitive landscape, teams with the best strategies come out on top. Below are some questions your team should discuss before arriving at the competition. Sit with your VCIC alumni coaches and review each point. Activity Think about your strategy Before the competition: team formation Do we have a well-rounded team? What skills and backgrounds do we have? Are we lacking in specific skill sets or industry knowledge? Do we need some coaching in those areas? Should we nominate a team leader? Should we nominate domain leaders? Should we assign duties prior to the event? Who is our team liaison with the competition? How will we make decisions? At the competition: business plans How do we handle the two hard-copy maximum rule (at regions)? How many plans do we each read? Should some of us do more than others? Do we have specialists who read specific parts of plans? Do we schedule team meetings to reassess as we go along? When do we need to stop reading and start researching? Should we stick together while reading or split up? How late do we stay awake working on this? When should we start in the morning? Do we rule out some plans as unfundable right away? Do we spend more time on some plans than others? Who is compiling lists of questions for each plan? Do we schedule meetings to discuss question lists? Entrepreneur pitches Do we need a strategy for taking and assimilating notes? Should we assign note-takers? Is there a specific format we should agree on? How do we incorporate notes we take during presentations into our Q&A strategies? Due diligence sessions Who asks the questions? Are we all equally skilled at asking questions? Should we have a question specialist? Is there someone who should not ask questions? Should we all ask questions to show our team depth? Who decides which questions to ask? Who decides when we move on to the next question or when we probe further for the information we are seeking? How do we handle talkative entrepreneurs? How do we handle reticent entrepreneurs? How much prep time do we spend for Q&A? How do we create “rapport” with entrepreneurs? What is our technique for getting good answers, not just asking questions? Do we have a tone we’d like to take? Are we friendly? Enthused? Poker-faced? Rushed? Relaxed? Controlling? Casual? Do we have a united “team” style? Do we have a specific strategy, like good cop, bad cop? Are we more interested in showing the judges what we know or getting information out of the entrepreneur? Do we pretend that we care about the answers even if we already know we would not invest in this entrepreneur? Should we express our interest or apathy in the deal? Should we try and negotiate deal terms during the session? Should we use the same strategy with all entrepreneurs or try different techniques? Decision-making How do we divide the research? How do we make decisions? What if there is a tie? Who takes the lead? How can five people work on this constructively? Do we put time limits on when decisions have to be made? How late do we work on this, and how early do we get up? Executive summary What key messages are we trying to communicate? What do we want the judge to think when looking at this? What format should we use? How does the design affect our message? Who will design our summary? Will we bring a template or design one from scratch at the event? Given time and space restraints, have we discarded all non-essential information? What is our tone? How clear is our point? What do we bring to the table in the deal(s) we funded? How did we arrive at our valuation? ® VCIC is an entrepreneurial education experience created by UNC Kenan-Flagler Business School. ©2005 All Rights Reserved 7 VCIC® Player Handbook Term sheet summary What stance in negotiations are we taking with this term sheet? What is our tone? How many exhibits should we include? Pitch to VCs What is the design of our slides? What tone are we going for in design? What are our key messages? What value-add is our presentation to our exec summ? How similar are the two? Who will present? Where will we physically stand as we present? How will we transition speakers? What can we say in 6 minutes? What gets cut? What is the ideal # of slides? How many extra slides should we prepare? How rushed should we be? How much should we practice? How will we introduce ourselves? What is our relationship with judges? What is our tone? What is more important, demeanor or content? Who will control slide transitions? Q&A w/VCs Who will answer questions? How will we divide which types of questions are answered by whom? Where will we stand? What is our strategy for fielding questions so that it looks smooth and professional? How can we avoid contradicting ourselves? What strategy can we employ to be as brief and responsive as possible? Should we admit it if we get caught in a mistake? How firm are we in our decisions? ® VCIC is an entrepreneurial education experience created by UNC Kenan-Flagler Business School. ©2005 All Rights Reserved 8 VCIC® Player Handbook ORGANIZE YOUR OWN INTERNAL VCIC As I say many times in this manual, the best way by far to prepare for VCIC is to hold an internal event at your school. Even if you have just one entrepreneur come to pitch to two teams with two coaches watching, going through this process will be surprisingly rewarding. Further, using an “event” as the vehicle for your training gives you and your program a marketing opportunity. This is all easier said than done, I know. Below are some points to consider intended to help you realistically gauge whether or not organizing an internal event makes sense for your situation. CHALLENGES TO CONSIDER • Raising money – there is no cost associated with organizing an internal VCIC unless you choose to provide catering or prize money • Getting approvals as necessary from student organization or advisor • Choosing a date with as few conflicts as possible in late fall or early winter • Reserving classroom(s) and study rooms(s) • Recruiting teams, entrepreneurs and judges RUNNING THE EVENT If you have more than three teams, you probably cannot run the event and be on a team at the same time. To join the team that advances, you have several options: 1. Hold the event for 4-member teams 2. Have each 5-member team pre-identify one alternate who will not travel to next event 3. Set up the competition so that it is not the winning team that goes forward, but individuals from all teams chosen by judges to represent the school EVENT FORMAT You have several options for format, from a “Practice VCIC” for two teams, to a two-day event that can accommodate up to 50 students. VCIC Format Duration # of Teams & Judges # Entrepreneurs Practice 6:00-9:00 p.m. 2 1 Evening 5:00 – 10:00 p.m. 4 1 One-Day 9:00 – 5:00 6 2 Two-Day 1:00-5:00 Friday 9:00-5:00 Saturday 8 4 If you do decide to host an event, I have all the materials you will need, including a manual and all the electronic files. I am happy to talk with you about your specific situation. Email me, Patrick Vernon, at vcic@unc.edu or call (919) 962-9257. ® Files Supplied by HQ Organizers Handouts Entrepreneur Instructions Contents – Entrepreneur Folder Entrepreneur Profiles Contents – Judge Binder Entrepreneur Voting Form Contents – Team Folder Fund Profile Email to Judges Judge Bios Judging Process Judge Instructions Name Tag Samples Judge Table Tents Organizer Checklist Judge Voting Form PPT - Awards Ceremony.ppt Judges’ Opinions PPT - Sponsor-Judge Pitch.ppt Judging Forms PPT - Team Orientation.ppt Name Tags PPT - Timer 6.ppt NDA (non-disclosure) PPT - Timer 9.ppt Previous Champions PPT - Timer 15.ppt Previous Judges PPT - Welcome Kick-off.ppt Previous Ventures Press Release – Event Schedule – Due Diligence Press Release – Winners Schedule – Teams Schedule – Master and Rooms Sponsors – National Schedule – Team Presentations Sponsors – Regional Schedule – Volunteers Team List Signs – Directions Team Logistics Signs – Rooms Reserved Team Payment Info Signs – Timer Warnings Team Photos Sponsor Commitment Form Team Questions Sponsor Op Regional Team Rules Survey – Students Team Table Tent XLS - Entrepreneurs Choice Tally Team VentureXpert XLS - Judges Voting Tally Term Sheet Template XLS - Participant Database XLS - Sample Regional Budget XLS - Teams Investment Summary VCIC is an entrepreneurial education experience created by UNC Kenan-Flagler Business School. ©2005 All Rights Reserved 9 VCIC® Player Handbook SAMPLE FUND PROFILES All teams at a VCIC event will receive the same fund profile. You will not know the specific profile until the event. Below are examples; the profile at your event will be different. Size Term $150MM Formed in early 2004 with a 10-year term This is the second fund that your management team Other funds has raised. You may assume any number of partners and Investment professionals associates, including your team members and/or some of the judges. % of fund committed 15% Stage focus Seed, first, and second round You may choose any geographical location(s) for Location your office(s) Intensity focus 80% active, 20% passive Size Term Other funds Investment professionals In-house expertise % of fund committed Industry focus Stage focus Location Geographic focus Intensity focus ® $60MM Formed in early 2003 with a 10-year term This is the first fund that your management team has raised. Two partners and three associates, including the members on your VCIC team Assume that all members have significant VC experience 35% Assume that you have expertise in any industry Seed and first rounds A location with significant VC opportunity, but not specifically Silicon Valley or Route 128 Assume all deals in the competition are within reasonable travel time from your office 60% active, 40% passive VCIC is an entrepreneurial education experience created by UNC Kenan-Flagler Business School. ©2005 All Rights Reserved 10 VCIC® Player Handbook TERM SHEET TEMPLATE Fill out one of these for each investment. Four pages of attachments are allowed. Download this file from the VCIC website. ENTER TEAM NAME HERE investing in ENTER COMPANY HERE Pre-Money Valuation: $x,xxx,xxx Team’s Investment: Syndicate Investment: Total Series “VCIC”: $x,xxx,xxx $x,xxx,xxx $x,xxx,xxx Post-Money Valuation: $x,xxx,xxx % Ownership by Team xx% Option Pool Board Structure Closing Conditions Liquidation Preference Dividends Anti-Dilution Expiration Date Other Key Terms NOTE: You must add or delete terms as appropriate for your deal. Do not assume that because a term is included or missing that it is or isn’t important to your deal. ® VCIC is an entrepreneurial education experience created by UNC Kenan-Flagler Business School. ©2005 All Rights Reserved 11 VCIC® Player Handbook JUDGING FORM This is the form judges will use during the competition. VC Industry Risk Knowledge Identification 30% & Mitigation 45% Teamwork Communications 15% 10% TEAM NAME TEAM RANK (out of 8 teams) This form will be given to the team. Please take notes that will give both positive and negative feedback. Questions are in order of priority (top questions count more) Due Diligence poor 1 summary score for this section→ 1.5 average 2 2.5 3 3.5 excellent 4 4.5 5 Overall, how effective and professional did you feel the team was in this session? 1 2 3 4 5 How well did the team cover what you consider the key questions? 1 2 3 4 5 How skilled was the team at getting information (not just asking a list of questions)? 1 2 3 4 5 How well did the team demonstrate its understanding of this opportunity? 1 2 3 4 5 To what level was the team able to establish positive rapport with the entrepreneur? 1 2 3 4 5 How familiar and appropriate was the team with VC vocabulary and jargon? 1 2 3 4 5 How well did the group appear to work together as a team (as best you can tell)? 1 2 3 4 5 Best part: (of team’s performance) circle numbers to indicate score Worst part: Particularly good question the team asked: Particularly important question or information the team missed: QUESTIONS FOR TEAM (Start a list of questions that you’d like to ask the team in Q&A.) ® VCIC is an entrepreneurial education experience created by UNC Kenan-Flagler Business School. ©2005 All Rights Reserved 12 VCIC® Player Handbook Judging Form (cont’d) Questions are in order of priority (top questions count more) Executive Summary poor 1 average 1.5 2 2.5 3 3.5 excellent 4 4.5 5 How well did the team’s overall investment strategy align with judges’ opinions? 1 2 3 4 5 How well did the team identify key issues and risks in each company? 1 2 3 4 5 How well did the team identify and value critical milestones? 1 2 3 4 5 How expertly did the team seem to understand the opportunities? 1 2 3 4 5 How well did the team’s investment decisions align with fund profile? 1 2 3 4 5 How effectively does the document communicate the reasoning behind decisions? 1 2 3 4 5 Best part: Worst part: Judges: please also take notes on printed Executive Summary to give to team. Term Sheet(s) (summarize multiple term sheets) 1 1.5 2 2.5 3 3.5 4 4.5 5 Overall, how appropriate and professional do you feel the term sheet was? 1 2 3 4 5 How realistic were valuations? 1 2 3 4 5 How well did the term sheet align with judges’ opinions? 1 2 3 4 5 How closely do team’s terms align with the current VC practices? 1 2 3 4 5 How appropriately did the term sheet address key risks? 1 2 3 4 5 How well did the terms align with the fund profile? 1 2 3 4 5 How acceptable would term sheet be to the entrepreneur and other investors? 1 2 3 4 5 Best part: Worst part: Judges: please also take notes on printed Term Sheet to give to team. ® VCIC is an entrepreneurial education experience created by UNC Kenan-Flagler Business School. ©2005 All Rights Reserved 13 VCIC® Player Handbook Judging Form (cont’d) Questions are in order of priority (top questions count more) Team Presentation and Q&A (6-minute presentation, 9-minute Q&A) poor 1 average 1.5 2 2.5 3 3.5 excellent 4 4.5 5 Overall, how effective and professional was the team in this session? 1 2 3 4 5 Was the team able to answer all questions confidently and appropriately? 1 2 3 4 5 Did the team avoid major blunders in both the presentation and the Q&A? 1 2 3 4 5 How compelling (confident, energetic, convincing) was the presentation? 1 2 3 4 5 How well did the team justify its decisions? 1 2 3 4 5 How familiar and appropriate was the team with VC vocabulary and jargon? 1 2 3 4 5 To what extent were answers articulate and to the point? 1 2 3 4 5 How well did the team work as a group? 1 2 3 4 5 Best part: Worst part: Other notes or general comments for feedback to team: ® VCIC is an entrepreneurial education experience created by UNC Kenan-Flagler Business School. ©2005 All Rights Reserved 14 VCIC® Player Handbook LOGISTICS COMPUTER • Bring your laptop and wireless card. • Bring network cable just in case. • Optional – portable printer for your hotel room. TRAVEL AND HOTEL • Teams are responsible for all travel and accommodation expenses. • Arrive by 4:00 p.m. Thursday and depart Sunday. (Wild Card: arrive Thursday evening and depart Saturday.) • Please do not plan on departing the evening of the competition except in case of emergency. • Host school will have a block of discounted hotel rooms available. Be sure to book early. • Book at least two rooms – most teams do a lot of work in their rooms. • Every effort will be made to find hotels with wireless connectivity. DRESS CODE • Business casual suggested. • Keep in mind you’re pretending to be a VC, not a banker. FOOD AND WATER • VCIC covers all meals during the competition (it ain’t great, but we keep you fed). • It is always a good idea to travel with a water bottle to keep hydrated. • Saturday dinner is usually not covered by VCIC. ENTREPRENEURS • You will not know who the entrepreneurs are going to be until you receive the business plans at the event. • If you discover that you already know one of the entrepreneurs at VCIC: o You must report this immediately to the event coordinator at the kick-off meeting. o You may be asked to describe any inside information you have to all teams. o All teams can then vote on whether to include the entrepreneur in the competition. JUDGES • During the competition, please avoid any familiarities with judges even if you are acquainted. ® VCIC is an entrepreneurial education experience created by UNC Kenan-Flagler Business School. ©2005 All Rights Reserved 15 VCIC® Player Handbook AGENDA Regional Event At-a-Glance THURSDAY Arrive by 4:00 p.m. 6:00 Welcome 7:00 Business plans distributed FRIDAY 1:00 p.m. Entrepreneur presentations 2:45 Due diligence sessions, 15-minutes each SATURDAY 10:00 a.m. Executive summary and term sheets due Noon Presentations due by email Random drawing for presentation order 1:00 p.m. Team presentations and Q&A (6 minutes, 9 minutes) 3:45 All teams wrap-up meeting 4:30 Awards ceremony and feedback sessions 7:00 Networking event SUNDAY Depart any time Wild Card Event at-A-Glance WEDNESDAY 5:00 pm. Business plans are emailed to students THURSDAY Arrive during evening, check into hotel FRIDAY 8:00 a.m. Team orientation meeting 9:00 Entrepreneur pitches 9:45 Due diligence 1:00 p.m. Deliverables begin 3:00 Team presentations and Q&A 5:00 Awards ceremony SATURDAY Depart any time ® VCIC is an entrepreneurial education experience created by UNC Kenan-Flagler Business School. ©2005 All Rights Reserved 16 VCIC® Player Handbook RULES Student Eligibility: All graduate students, not just MBA candidates, are eligible, including executive MBA, excluding students who are current full– or half–time paid employees of a venture capital firm. ***New Rule for VCIC 2006: no student may participate in a VCIC regional competition two years in a row.*** Team Size: Except in cases of emergency (to be determined by the VCIC Organizational Team), teams must have five members. Substitutes in future rounds are allowed. Teams may not bring a student alternate or observer to the event. Advisors: Teams are encouraged to bring faculty or staff advisors. Advisors cannot assist the team during the competition and should avoid communicating with the team until after the competition. Advisors will have access to judging sessions and can give valuable feedback after the event. Student advisors are prohibited. Outside Contact: Students may not consult or contact any individual outside of their team for advice or research purposes once the competition begins. For research, teams are allowed to use only publicly available resources on the Internet, and are prohibited from using proprietary databases unless provided to all teams by VCIC. A proprietary resource is defined as one that requires a paid subscription for use, including those paid for by your university. Prize Money: Checks are generally mailed 6–8 weeks after the event to individuals designated by winning teams. Income taxes may be withheld depending on policies of the host university. National finals: 1st–$10,000, 2nd–$5,000, 3rd–$2,000, Entrepreneurs’ Choice–$1,000. Regions: 1st–$3,000, 2nd–$2,000, EC–$1,000. Wild cards: 1st–$1,250, 2nd–$750, EC–$500. School Anonymity: Teams may not indicate their school affiliation to the judges during the competition, including but not limited to emblems on clothing, computer bags, etc. Teams should also avoid communicating with their advisors in the presence of judges. Dress code: Business casual. Non–Disclosure of Business Plans: At a regional competition, each team will receive two hardcopies of each business plan. It is forbidden to copy any portion of any business plan. At wild card events, teams receive businss plans by e-mail prior to arrival and may print one copy per member. Participants are required to sign non–disclosure agreements. All copies of business plans will be collected and destroyed at the end of the event. Inside Information: Upon receiving business plans, any student with prior information about an entrepreneur must inform the event coordinator at the kick-off meeting. Failing to do so could result in forfeit. All teams can then vote whether or not to include the entrepreneur. Entrepreneur Presentations: No questions are allowed during presentations. Slides are not distributed. ® VCIC is an entrepreneurial education experience created by UNC Kenan-Flagler Business School. ©2005 All Rights Reserved 17 VCIC® Player Handbook Due Diligence Sessions: There are no restrictions on what teams may ask of entrepreneurs during the Q&A sessions. However, no contact is allowed between teams and entrepreneurs at any other time during the competition. Teams may quickly introduce themselves upon entering the room before the timer starts. When the timer expires, the session must immediately end, even if in mid–sentence, and the team should quickly thank the entrepreneur and leave the room. Executive Summary: Each team’s executive summary must be no longer than one side of one page to cover all opportunities. Teams may bring their own template to the event. Term Sheet Summary: Each team must submit a one–page term sheet summary for each investment it chooses to make, with up to four optional pages of attachments for each summary. Teams are strongly encouraged to use the supplied template. Team Presentations: Teams will have six minutes (four minutes at wild card events) to present their investment strategies to judges. Teams will be cut off if they have not finished when the timer expires. At the end of the presentation, a new timer for Q&A will begin. Teams may bring their own template to the event. Local Teams: Local teams are expected to operate under the same facility restrictions as all other teams. Teams may not take advantage of libraries, computer facilities or other assets that could potentially provide an unfair advantage over visiting teams. Publicity: All participants agree to allow the host to use their likenesses for the purpose of promoting the event in the future. Honor Code: It shall be the responsibility of each student to obey and support the enforcement of these rules. All team members must sign a copy of these rules at the kick–off meeting indicating their agreement to be bound by these rules. Dispute Resolution: All decisions by judges and the VCIC Organizational Team are final. For complaints, questions, concerns or to report possible rules violations, contact the regional VCIC coordinator. These rules may be revised at any time if the purpose of the revision is made in the interest of fairness for all competitors. Revisions will be communicated to all participants as quickly and fairly as possible. ® VCIC is an entrepreneurial education experience created by UNC Kenan-Flagler Business School. ©2005 All Rights Reserved 18 VCIC® Player Handbook NON-DISCLOSURE AGREEMENT All participants will be asked to sign this document at the event to protect our entrepreneurs. This agreement is made between VCIC® spectators (collectively, the “Designee”), the host school and all companies participating in VCIC® (collectively, the “Company”). Company and Designee have entered into a relationship that requires the disclosure to Designee of certain confidential business and trade information proprietary to Company. In consideration of the mutual business covenants between the parties and other good consideration, the parties agree as follows: 1. INFORMATION DISCLOSED. Designee requests disclosure of confidential information which will be delivered upon signing of this agreement and a receipt for the disclosed information as follows: a. Business plan, strategy, business financings and related information. b. USE OF INFORMATION. Designee agrees to hold the disclosed confidential proprietary information for internal use only in the furtherance of the mutual business enterprise which is further described as follows: 2. The confidential information may only be used in connection with VCIC®. 3. NON-DISCLOSURE. Designee agrees not to disclose Company confidential information to any third parties or to any of its employees except those employees who are required to have the confidential information in the performance of their duties. 4. PROTECTION OF CONFIDENTIALITY. Designee agrees that it shall protect the confidentiality of and take all reasonable steps to prevent disclosure and use of the confidential information to prevent it from falling into the public domain or possession of unauthorized persons. Designee will advise Company in writing of any misappropriation or misuse by any person of the confidential information. 5. RETURN OF MATERIALS. Any materials or documents of Company will be promptly returned by Designee to Company, accompanied by all copies of such documentation, at the earliest convenience after Company’s request for return of the materials, or the termination of the relationship between Company and Designee. 6. PATENT OR COPYRIGHT INFRINGEMENT. Nothing in this Agreement is intended to grant any rights under any patent or copyright of Company. 7. TIME PERIOD. Obligations of confidence under this Agreement shall continue until two [2] years from the above date. 8. The Designee agrees that a breach of this Agreement by the Designee would result in irreparable harm to the Company, and that upon breach, the Company shall be entitled to injunctive relief in addition to monetary damages. 9. MISCELLANEOUS. This agreement shall be governed by, and construed in accordance with, the laws of the state in which the VCIC® event is taking place, including all matters of construction, validity, and performance. Venue for any action hereunder or related hereto shall be in any state or federal court with competent jurisdiction in the state where the VCIC® event is occurring. The Designee hereby submits and waives any objections to the jurisdiction of such courts. This Agreement is binding upon and for the benefit of the parties, their successors and assigns, provided that the right to confidential information may not be assigned. Failure to enforce any provision of the Agreement shall not constitute a waiver of any term hereof. ® VCIC is an entrepreneurial education experience created by UNC Kenan-Flagler Business School. ©2005 All Rights Reserved 19 VCIC® Player Handbook HALL OF CHAMPIONS 2005 BERKELEY 2004 WASHINGTON 2003 NORTH CAROLINA 2nd MIT 3 Chicago EC Texas Chicago Harvard North Carolina Wharton 2nd Wharton 3rd MIT EC Virginia Chicago Cornell Notre Dame Texas 2nd San Diego State 3rd Harvard EC Texas Columbia Duke UCLA Wharton 2002 MICHIGAN 2001 YALE 2000 CARNEGIE MELON 2nd North Carolina 3rd Duke Berkeley Carnegie Mellon Harvard Washington Univ. Wisconsin 2nd Maryland 3 Washington Univ. Michigan North Carolina Wharton San Diego State UCLA 2nd UCLA 3rd Emory Colorado Georgetown Wharton Texas Wisconsin rd rd 2005 Results ® VCIC is an entrepreneurial education experience created by UNC Kenan-Flagler Business School. ©2005 All Rights Reserved 20 VCIC® Player Handbook REGIONAL HOST SCHOOLS Bringing a VCIC regional competition to your campus connects your school with a world-class event. VCIC host schools are on the vanguard of entrepreneurship education and are consistently ranked as top entrepreneurship institutions. VCIC received the 2004 Most Innovative Entrepreneurship Pedagogy Award from the United States Association for Small Business & Entrepreneurship (USASBE). No competition does more to teach students what it takes to finance a new venture than VCIC. University of North Carolina Kenan-Flagler Business School Center for Entrepreneurial Studies National Finals: 1998-2006 University of Southern California Marshall School of Business Lloyd Greif Center for Entrepreneurial Studies West Region: 2002, 2006 University of Colorado Leeds School of Business Deming Center for Entrepreneurship West Region: 2000, 2003-2005; Central: 2006 New York University Stern School of Management Berkley Center for Entrepreneurial Studies Northeast Region: 2006 London Business School Foundation for Entrepreneurial Management European Region: 2006 Georgia Institute of Technology Dupree College of Management Southeast Region: 2004, 2005, 2006 Babson College F. W. Olin Graduate School of Business Northeast Region: 2000-2005 University of Texas McCombs School of Business Herb Kelleher Center for Entrepreneurship Central Region: 2000, 2005 University of Michigan Michigan Business School Zell-Lurie Institute for Entrepreneurial Studies Central Region: 2003, 2004 University of California Los Angeles Anderson School of Management Harold Price Center for Entrepreneurial Studies West Region: 2001 University of Maryland Robert H. Smith School of Business Dingman Center for Entrepreneurship Southeast Region: 2000, 2002 Vanderbilt University Owen Graduate School of Management Wild Card East: 2004-2006 Emory University Goizueta Business School Southeast Region: 2001 UC-Irvine The Paul Merage School of Business Center for Entrepreneurship and Innovation Wild Card West: 2005, 2006 Wendy Baker, Associate Dean, Babson College “The VCIC has really helped us grow our reputation. Hosting the Northeast Regional has allowed us to attract venture capitalists, entrepreneurs, students from other great schools and faculty advisors all to our campus, which is somewhat off the beaten path. But once they get here, we get to show off our facilities and our tip-notch students and provide them with a great experience. It has really helped us to build some important relationships in the VC community, resulting in more jobs and internships for our students.” ® VCIC is an entrepreneurial education experience created by UNC Kenan-Flagler Business School. ©2005 All Rights Reserved 21 VCIC® Player Handbook REGIONAL HOST APPLICATION There are four VCIC regions in the U.S.: Northeast, Southeast, Central and West. All four events take place in February and March. National Finals occur in Chapel Hill in April. See below for regional host responsibilities. This application is available online at http://www.vcic.unc.edu/vcicRegionalHostapp.cfm. Team Leader Name Title Student Faculty Staff Email Organization (club, center, etc.) Faculty/Staff Advisor (if student above) University Name Advisor Title Business School Name Advisor Email Briefly, why do you want to host a VCIC Region? What is unique about your program that will make it a particularly strong VCIC host school? Please list the names and titles of students, staff and faculty who will participate on your VCIC organizational team. VCIC National Headquarters will provide: • An experienced coordinator on-site for the event • Digital templates for all correspondences, schedules and other materials distributed during the competition • List of schools and contacts to be invited to event • Banners, signs, oversized checks and plaques for winners • Gifts for judges and entrepreneurs ® Regional Hosts are responsible for: • Reserving adequate on-campus facilities • Recruiting ten VC judges and five entrepreneurs • Recruiting sponsors to fund the entire event (approximately $10,000), including: o Prize money – $6,000 o All catering – estimated $3,000+ • Optional – Travel and accommodations for judges and/or entrepreneurs VCIC is an entrepreneurial education experience created by UNC Kenan-Flagler Business School. ©2005 All Rights Reserved 22