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Rockwater Capital Partners
Royalty Based Financing

Royalty Based Financing is an exciting alternative to traditional equity and debt venture capital investing. It provides tremendous repayment flexibility and features a built-in exit strategy.

  What is a royalty?
  How does it work?
  What are the benefits and how is value created?
  Why has Royalty Based Financing become popular?
  What sorts of companies fit the Royalty Based Financing profile?
  What are the mechanics?

What is a royalty?
Rockwater Capital defines a royalty as a calculated percentage share of a company’s gross revenue pledged to the Fund. Essentially, a stream of royalty payments is the means to repay a capital investment over a predetermined period of time, or until a predetermined repayment amount has been achieved.

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How does it work?
Royalty Based Financing presumes a fundamental trade-off between the investor and the business owner. In lieu of an equity ownership stake given to the investor, business owners agree to return to the investor the original principal plus either a predetermined multiple of the original investment (fixed dollar payback) or payment of the royalty until a fixed period of time has elapsed (fixed time payback). In some cases the royalty is based on a percentage of sales of a specific product or set of products.

Investors deploying Royalty Based Financing do not push businesses to be acquired or to launch an IPO. Rather, business owners are encouraged to maintain ownership, to grow, and to develop successful, long-lasting enterprises with solid, profitable revenue streams. For the investor, this prosperity translates into regular and increasing royalty payments. Companies pay as they go, paying more as they grow.

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What are the benefits and how is value created?
For the investor, Rockwater Capital's Royalty Based Financing approach…
Ends the conflict over valuation and the need for a single event “exit strategy” (IPO, sale or refinancing);
Provides regular payment distributions to investors from royalty receipts;
Earns superior risk adjusted rates of return;
Depends on the gross revenue of the company, and therefore is not directly reliant on net profits;
Through the Fund offers access to diversified and profitable deals with industry leaders;
Through warrants taken, provides investors with a modest equity participation interest in the future success of the company in a sale or IPO; and
Provides support & guidance throughout the life of each investment through Rockwater Capital’s Advisory Board and management assistance plan.

For the business owner, Rockwater Capital's Royalty Based Financing approach…
Minimizes or eliminates ownership dilution, maintaining management control and promoting management and employee ownership;
Provides access to growth capital with flexible repayment terms (no fixed payment schedules);
Makes financing available to companies that may not otherwise qualify for other financing;
Ends conflict over valuation and eliminates the need for a disruptive exit strategy;
Enhances effectiveness of management team through Rockwater Capital’s management assistance plan, Advisory Board and industry contacts;
Reduces capital cost through interest deductibility by up to 40%;
Requires limited or no personal guarantees;
Contributes to building more durable businesses and communities.

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Why has Royalty Based Financing been popular?
Royalty Based Financing has been a successful investment model for decades in mining, intellectual property, film, theater, music and other industries. Its flexibility makes it an ideal vehicle for deploying small and mid-sized loans through an investment fund. The need for such flexibility and access to growth capital is apparent everywhere.

Individual business owners, family and friends contribute the capital to start nearly every new venture. Once those resources are exhausted, companies typically look to individual investors, so-called angel investors, for their next round of funding. Angel investors typically don’t invest more than $100,000 in a single investment. Entrepreneurs seldom receive more than $1 million through organized small investor groups.
Fewer than one percent of businesses looking for venture capital ever get it – and many venture capital firms seek minimum investments of $5,000,000 or more. In fact, recent data from Thompson Financial’s Venture Economics indicate that the average new venture capital investment for the first three quarters of 2001 was $11,700,000.
Both individual and institutional equity investors require the same single event exit strategy to recover their original investment and harvest their financial reward. This generally requires the sale of the business to another company or an IPO. Many business owners do not want capital on these terms.

This “opportunity gap” – the difference between what individual investors will finance and what venture capital firms will consider – is the perfect niche for Royalty Based Financing.

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What sorts of companies fit the Royalty Based Financing profile?
Royalty Based Financing can serve a wide range of businesses previously ignored by more traditional funding sources. The typical Royalty Based Financing investor seeks businesses with an existing annual revenue stream, or a revenue stream that will be activated with a new capital infusion. These companies should have substantial gross profit margins, sufficient to pay royalties; a sound business plan; and the ability to provide a reliable and reasonably predictable revenue stream.

Royalty Based Financing capital is most appropriate for companies seeking to launch a broader marketing strategy, introduce new products to the market, or complete commer-cialization of a newly created product or service. Established market acceptance or clearly identified demand for the product or service is important in qualifying for Royalty Based Financing.


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What are the mechanics?
Based on formulas unique to each situation, the investment principal repayment and the agreed upon multiple and/or time period will commence via a stream of royalty payments derived from gross sales.

Royalty Based Financing can be structured either on a secured or an unsecured basis, but is typically positioned as senior or subordinated debt. Payments exceeding original principal are deductible expenses for the company, with the principal amount normally recorded as a long-term liability on the company’s balance sheet.

Investments are typically disbursed through one or more staged draw-downs. These staged disbursements may correspond with specific business activities, revenue growth milestones, working capital requirements, or other special events or achievements.

Royalty payments are typically made monthly, and begin shortly following the infusion of capital.

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