Startup Learning Series: Understanding ROFR vs. ROFO

ROFR (Right of First Refusal)

➡️ What is ROFR?
The holder has the privilege to match any offer the seller receives before finalizing a deal with a third party. Essentially, they have the right to refuse an initial offer and step in with the same terms.

➡️ Example:
Startup A grants an investor a ROFR. If the startup receives a funding/ acquisition offer from Company X, the investor has the first shot at matching that offer before the startup can proceed with Company X.


ROFO (Right of First Offer)

➡️ What is ROFO?
Unlike ROFR, this gives the holder the first chance to make an offer before the seller approaches others. The seller is obligated to consider this initial offer before entertaining offers from third parties.

➡️ Example:
Startup B gives an investor a ROFO. If the startup decides to sell a portion of its shares, the investor gets the opportunity to present an offer first before the startup explores other options.


Which is more beneficial for Startups?

➡️ ROFO: This can be advantageous for startups aiming to maintain control and nurture strategic partnerships. It provides a structured process for selling shares and ensures that existing stakeholders are considered first.

➡️ ROFR: Startups looking for flexibility might prefer ROFR. It allows them to explore various offers and potentially secure a better deal.


Which is more beneficial for Investors?

➡️ ROFR: Investors seeking security and the ability to protect their investment may lean towards ROFR.

➡️ ROFO: Investors looking for proactive involvement and a first-mover advantage may find ROFO more appealing. It allows them to set the initial terms and potentially secure a deal before others come into play.


Considerations for both Parties

➡️ Negotiation Power: ROFO gives negotiating power to the holder by allowing them to set the initial terms.

➡️ Flexibility: ROFR provides flexibility for sellers to explore various offers before committing.

➡️ Relationship Dynamics: Both agreements impact the dynamics between startups and investors, requiring a careful understanding of the long-term vision and goals.


Conclusion

➡️ The choice between ROFR and ROFO depends on the specific needs and goals of the startup and the investor involved.

➡️ It's not a one-size-fits-all scenario, and understanding the nuances is crucial for creating mutually beneficial agreements.


Other posts in the Startup Learning Series:

🔗 Pre-emptive Rights: https://lnkd.in/dQKcThft

🔗 Liquidation Preference: https://lnkd.in/dRb2Eetc

🔗 Anti-dilution Clause: https://lnkd.in/dFSWs2xH

🔗 Understanding ROFR: https://lnkd.in/dxuVBxge

At STIR Advisors, we help startups and investors with our expertise to navigate through such intricacies.

Welcome to “Kal Ke Krorepati” chhote sheher, Bade sapnein - Bharat ka Apna show.

Yesterday, Team Iroller achieved a “milestone” in the startup ecospace by bringing this show to fruition.

Last year we felt the need to explore this space. The show wouldnt have been possible without the unconditional support of GVFL Limited Saswat Sundar Sushil Sharma Sushanto Mitra Pranav Chaturvedi Marmik Shah Gautam Pai Kamal Bansal i-Hub Gujarat Neha Sharma Lead Angels Network Naveena Reddy Favcy Venture Builders Iroller Capital Pvt Ltd Jadeblue Lifestyle India Limited Karnavati University (KU) RITESH HADA Abhinav Kapadia PDEU Innovation and Incubation Centre Viral Shah M Nagarajan DevX Umesh Uttamchandani Jaimin Shah Jignesh Patel

27 startups, 9 funds, 1 show - Kal Ke Krorepati, Chhote sheher, bade sapnein.

This show is focussed on the innovators and entrepreneurs from Tier2 and Tier3 cities. Its not just another funding show. The objective of this show is to create more awareness and strengthen our startup ecosystem and provide the startup founders, not only with investments, but also venture building, scaling, cross border incubation and mentoring support.

As we embark on our journey to showcase this show on the national platform very soon, we sincerely thank Mr Suniel Shetty Sir who blessed us with his gracious presence and gave us immense strength to keep going. This not only validates our efforts but also strengthens our will and intent to mobilise the startup ecosystem.

Presenting our first chapter - Gujarat

Thank you Team iroller Jignesh Vasavada Hemendra Jadeja Shivani Thakkar CA Pratik Shah Prakash Chandwani Shoeb Bhojani Sidharth Doshi Arpita Chalishazar.

News coverage:

 

Had an awesome time putting together the eChai Ventures breakfast meet up in pune along with Prabhjyot Singh Mann!🌟

Connecting with the brilliant minds of fellow founders and investors in Pune was an absolute pleasure and discussing with them on startup fund raising. The impact and reach of eChai Ventures left me truly impressed, and I want to extend my heartfelt gratitude to the visionary team—Jatin Chaudhary

Your collaborative efforts made this networking event not just possible but exceptional! 🚀

Thank you for an amazing experience!

eChai Ventures Jatin Chaudhary Growth Sense Growth91 Sanjay Sarda Prabhjyot Singh Mann Disha Shah Sameer Karandikar Jitesh Devnani Sarthak Sudhir Shubham Sahamate Omkar Jadhav Aryan Hinge Smitesh Gadge Pankhil Baunthiyal Chaitanya Badave Abhishek Bang Rushikesh Khasgiwale Richa Mishra Parth Jadhav

DevX Coworking Raises $ 7 Mn Funding

DevX, Gujarat’s largest Managed Office Space provider, today announced that it has raised funding of $ 7 Million with a mix of equity & debt split equally. Family offices such as Urmin family office, Gala family office, Bidiwala family office already on captable participated in the equity round, which showcases testimony to the growth model, alongwith HNIs like Ajay Patel, Mitesh Patel and Soham Mehta; while Debt funding was provided by Banks & NBFCs. 

Gujarat’s leader in the Managed office space segment, DevX is a co-working space cum accelerator founded in September 2017 by 3 entrepreneurs. The company was envisioned as a Startup Accelerator focussed on nurturing innovative startups by providing them with all requirements. Positioning DevX as an equal partner in growth, the company supports through their allied strategic partnerships and services. The different initiatives of DevX are thus structured to build synergies, enabling crosspollination of ideas as a means of collaborative growth and development. The company’s initiatives address different requirements across the value chain. 

Speaking on the funding, Mr Umesh Uttamchandani, Co-Founder – DevX said, “This funding comes at a time when we are bullish on growth in both the national domestic & global markets. The funds will be deployed for giving further impetus to our national and global expansion goals. For India, this infusion of funds gives us the boost to add more inventory to grow vertically across cities – signing up Assets with more than 2 lakhs sq feet. Putting in place even stronger governance practices; we plan to get listed next year and also build a Proptech solution for design & build offering. We are proud to be setting standards for the segment to aspire to; with our stated business goal of being the partner of choice for GCCs (Global capability Centres) & ODCs (Offshore Development Centres). Growthcentric corporates are increasingly opting for managed workspaces, which perfectly meshes with our philosophy of offering best-in-class work-space experiences at competitive pricing.” 

Opining on the event, Mr Devansh Majithia, Urmin Family Office said, “We are proud, yet again, to be part of this funding round. DevX’s innovative approach to providing an immersive, value drive experience for its tenants perfectly aligns with our own Investment philosophy. Their track-record of sustained growth and in-depth domain expertise have been core factors in driving our participation in this funding round”. 

As a core part of the ecosystem, DevX also provides, round the year, a platform for industry, academia, professionals and companies to hold hackathons, seminars, events etc…to address trends and issues. The company is planning further expand and thus consolidate it’s pan-India presence by 2024 end. 

Notes for founders raising funds for the first time

BabyOrgano has raised the funds from DevX Ventures.

During our pitches to various investors, we've recognized that the transparency of our business model and the founder's honesty have been pivotal in garnering positive responses.

Key pointers:

Things to keep in mind during fundraising for early stage founders.

1. It is crucial to meticulously select a list of venture capitalists whose interests align with those of your company. This strategic alignment ensures that both parties are working towards common goals, thereby fostering a more fruitful and synergistic partnership.

2. View funding primarily as a catalyst for growth. Often, funds raised merely for the purpose of survival can lead a company into a detrimental cycle. Instead, focus on utilizing capital to accelerate development and expansion, thereby enhancing the company's long-term viability and success.

3. Be aware that certain aspects of your business may raise concerns or 'red flags' from an investor's perspective. It is imperative to continuously strengthen the 'green flags' or positive aspects of your venture. By reinforcing these strengths, you can effectively mitigate the impact of any potential red flags and present your business in a more favourable light to potential investors.

Things to keep in mind during fundraising for early stage founders.

There are no permanent ‘No’s. When an investor passed on your deal, ask for permission to keep them updated every quarter and then enrol them into a list to which you send out a quarterly update across your product, team and growth. You never know when interest in your startup might peak.

Fundraising is a full-time activity for 1 founder. Pitch to as many people as you can. Pitch, Ask for feedback, improve, repeat.

At early stages, valuation is more of an art than a science. Ultimately, when you are at the negotiating table - everything falls back to how desperate you are to raise and how convinced they are to invest in you.

Things to keep in mind during fundraising for early stage founders.

1) It is very important to know/understand when is the right time to raise funds. Don’t raise at the last minute else you won’t have any leverage.  Also consider there may be multiple ways to increase your company’s cash including debt options 

2) In the struggle between balancing funds and growing customers,  try to focus on growing customers using any means necessary.  Remember if there is growth, funds will follow. 

3) During the process of raising funds, anything could go wrong. Don’t rest just because you have a signed term sheet. It’s never over until the funds are in your bank account. 

4) Having some kind of leverage is the most important thing while raising funds.  

You can have leverage if,

a) your growth is strong 
b) multiple VCs are interested in putting money creating competitive situations 
c) founders have a history of building successful companies before

Do's and Don'ts of Fundraising for early stage founders.

Do's

- You should have a clear plan for atleast next 12 months that can be seen on excel sheet, which clearly shows, what this fund raise is going to achieve for you.

- Start the process 4-6 months before you actually need the funds

- Get an understanding of funds portfolio/thesis/decision making process by reaching their portfolio companies prior to pitching.

Don'ts

- Try not to mention about valuations untill explicitly asked. Do not become rigid on a number, try to negotiate and substantiate your number.

- Don't keep high hopes from 1 single investor, keep talking to multiple people at the time. But at same time be transparent about the options to them, whenever you start doing serious conversations on terms and stuff

- Do not mess your cap table with number of people, keep it as clean as possible, it makes your life much much more easy when raising next rounds!