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SBA REAUTHORIZATION: SMALL BUSINESS

VENTURE CAPITAL PROGRAMS

ROUNDTABLE

BEFORE THE

COMMITTEE ON SMALL BUSINESS

AND ENTREPRENEURSHIP

UNITED STATES SENATE

ONE HUNDRED TENTH CONGRESS

FIRST SESSION

June 21, 2007

Printed for the use of the Committee on Small Business and Entrepreneurship

(

Available via the World Wide Web: http://www.access.gpo/gov/congress/senate

(II)

COMMITTEE ON SMALL BUSINESS AND ENTREPRENEURSHIP

ONE HUNDRED TENTH CONGRESS

FIRST SESSION

JOHN F. KERRY, Massachusetts, Chairman

CARL LEVIN, Michigan

TOM HARKIN, Iowa

JOSEPH I. LIEBERMAN, Connecticut

MARY LANDRIEU, Louisiana

MARIA CANTWELL, Washington

EVAN BAYH, Indiana

MARK PRYOR, Arkansas

BENJAMIN L. CARDIN, Maryland

JON TESTER, Montana

OLYMPIA J. SNOWE, Maine

CHRISTOPHER S. BOND, Missouri

NORMAN COLEMAN, Minnesota

DAVID VITTER, Louisiana

ELIZABETH DOLE, North Carolina

JOHN THUNE, South Dakota

BOB CORKER, Tennessee

MICHAEL B. ENZI, Wyoming

JOHNNY ISAKSON, Georgia

NAOMI BAUM, Democratic Staff Director

WALLACE HSUEH, Republican Staff Director

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CONTENTS

Page

OPENING STATEMENTS

Kerry, The Honorable John F., Chairman, Committee on Small Business

and Entrepreneurship, and a United States Senator from Massachusetts .... 1

COMMITTEE STAFF

Berger, Matthew, Professional Staff Member, Minority Staff ............................. *

Wheeler, Kevin, Deputy Staff Director, Majority Staff ........................................ *

PARTICIPANTS

DeBow, Charles H., III, Director of Special Projects, National Black Chamber

of Commerce ......................................................................................................... *

Ferreira, David, Director of Government Affairs, U.S. Hispanic Chamber of

Commerce ............................................................................................................. *

Gorman, Thomas W., Managing Director, Seacoast Capital ................................ *

Hager, Michael, Associate Administrator, Office of Capital Access, U.S. Small

Business Administration ..................................................................................... *

Harmeyer, Greg, President, Tier I Performance, LLC ......................................... *

Haskins, Harry, Deputy Associate Administrator, Investment Division, U.S.

Small Business Administration .......................................................................... *

Mercer, Lee, President, National Association of Small Business Investment

Companies ............................................................................................................ *

Moncrief, L. Ray, Executive Vice President and Chief Operating Officer, Kentucky Highlands Investment Corporation .......................................................... *

Rowe, C. Edward ‘‘Tee’’, III, Associate Administrator, Office of Congressional

and Legislative Affairs, U.S. Small Business Administration ......................... *

Rubin, Dr. Julia Sass, Professor, Edward J. Bloustein School of Planning

and Public Policy, Rutgers University ................................................................ *

Sohl, Dr. Jeffrey E., Director of the Center for Venture Research, Whittemore

School of Business and Economics, University of New Hampshire ................. *

Tesdell, Kerwin, President, Community Development Venture Capital Association .................................................................................................................... *

Tierney, Edward F., President, BISCO Environmental ....................................... *

Vivian, Steve, Partner, Prism Capital ................................................................... *

* Comments, if any, are located between pages 4 and 41.

PREPARED STATEMENTS AND APPENDIX MATERIAL SUBMITTED

Gorman, Thomas W.

Prepared statement .......................................................................................... 44

Sohl, Dr. Jeffrey E.

Handout, The State of the Seed Market ......................................................... 5

Tierney, Edward F.

Prepared statement .......................................................................................... 47

Vivian, Steve

Prepared statement .......................................................................................... 49

COMMENTS FOR THE RECORD

National Black Chamber of Commerce, position paper ........................................ 57

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SBA REAUTHORIZATION: SMALL BUSINESS

VENTURE CAPITAL PROGRAMS

THURSDAY, JUNE 21, 2007

UNITED STATES SENATE, COMMITTEE ON SMALL BUSINESS AND

ENTREPRENEURSHIP, Washington, D.C.

The Committee met, pursuant to notice, at 10:00 a.m., in room

SR–428A, Russell Senate Office Building, the Honorable John

Kerry, Chairman of the Committee, presiding.

Present: Senator Kerry.

OPENING STATEMENT OF THE HONORABLE JOHN F. KERRY,

CHAIRMAN, SENATE COMMITTEE ON SMALL BUSINESS AND

ENTREPRENEURSHIP, AND A UNITED STATES SENATOR

FROM MASSACHUSETTS

Chairman KERRY. Well, good morning everybody.

We’ll come to order as if you were not already unbelievably quiet

and well-behaved.

I appreciate everybody being here, and I apologize for the small

delay, but I am in the middle of negotiations on CAFE standards

on the energy bill on the floor, so I am sort of being tugged and

yanked in a lot of different directions. We have a vote shortly here,

so we are trying to balance the equities.

I really appreciate you being here to discuss the reauthorization

of the SBA’s venture capital programs, and the general state of access to venture capital money for small businesses. And we appreciate you taking part in a roundtable in this way.

This has proven to be very, very helpful to the Committee, a terrific way to build the record: a better way, frankly, to sort of give

all the staffs an opportunity, and the Senators, those who have the

time to get here, to dig into these issues with a little less formality

than the normal hearing process provides us. And it also allows for

a little more give-and-take, which I think is good.

So we want you to feel free to jump in, either by raising your

hand or by flipping your name tag up there onto its end like that,

and you’ll be lined up.

And Kevin Wheeler will run this when I am not here, which will

be a large part of it because of what is happening on the floor. That

is the way that we have run it previously, and it has really been,

by far, the most productive way to get at things here.

Now, I am happy to welcome all of you here, but I am particularly grateful to Ed Tierney, the president of BISCO Environmental and Taunton, and Tom Gorman, the managing director of

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Seacoast Capital in Danvers, which are examples of a successful

small business that got help through the SBA’s SBIC Program and

a successful SBIC fund.

We are also fortunate to have with us today an example of a New

Markets Venture Capital Fund and a company that it invested in.

Ray Moncrief, the executive vice president and chief operating officer of Kentucky Highlands Investment Corporation in London,

Kentucky, and Greg Harmeyer, the president of Tier 1 Performance

in Covington, Kentucky. And we really appreciate, very, very much,

your being here.

It is obviously important—I mean, your experience and your

firsthand knowledge of this in sort of seeing how it works, what the

impediments are, what the hurdles are, the hoops you have to

jump through, where the red tape is that we can get rid of, what

we could streamline, what we could simplify, what we could leverage more effectively. I mean, all of these kinds of things would be

really helpful to the Committee. So we look forward to hearing

that.

And if there are reasons that you think things ought to be

tweaked and changed, let us know, because that is the purpose of

the reauthorization, to try to make it more effective.

It is interesting that, since the SBIC’s inception in 1958, almost

50 years ago, which is rather amazing, SBIC firms have invested

some $48 billion in more than 100,000 small businesses. And for

fiscal year 2006 alone, 30 percent of all the SBIC investment dollars went to companies that had been in business for 2 years or

less. Overall in that year, SBA financing supported 2,000 small

businesses and employed a total of 286,000 Americans. That’s pretty darn good. And I think it speaks to the job creation start-up capacities, which is exactly what it was targeted for.

Many successful companies have received SBIC financing. Some

of them are now household names, as we know: Intel, FedEx,

Jenny Craig, Outback Steakhouse. They are all SBIC success stories. And I think, Callaway Golf.

If you looked at the tax revenues and tax base created by the

success stories, it probably funds close to the entire SBA budget.

It is a pretty darn good return on investment for the Federal tax

payer, and people need to know that. People need to have a better

sense of what a good return on investment it is.

Companies receiving SBA financing have also consistently appeared on a variety of prominent business lists, including the ‘‘Inc.

500’’, ‘‘Business Week’s’’ Hot Growth Companies, and Hot Growth

Hall of Fame, ‘‘Fortune Magazine’s’’ Best Companies to Work For,

and Most Admired Companies, and the FSB 100. And these companies also provide tens of thousands of jobs, and create wealth for

a lot of folks who might never have dreamed they would have that

kind of wealth. So it is really the American Dream.

Given the important contribution that SBIC funds have made to

our economy, Senator Snowe and I worked with a number of you

here to draft a bill to reauthorize the program for another 3 years,

through 2010, ensuring the availability of this business financing

tool.

Beyond mere reauthorization, the legislation simplifies the program’s regulations, as I mentioned earlier, to try to attract new inVerDate 11-MAY-2000 17:26 Mar 26, 2008 Jkt 039927 PO 00000 Frm 00006 Fmt 6633 Sfmt 6633 C:\SBA\39927.TXT CELINA PsN: CELINA
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vestors and allow existing investors to be able to go out and increase their involvement.

We increased the leverage cap for small businesses owned by

women and minorities, as well as those located in low-income

areas. And finally, we have included a provision which ensures that

SBICs licensed under the participating securities program will be

able to easily make up follow-on investments in successful companies.

Unlike last year, in our comprehensive SBA Reauthorization Bill,

we have not attempted to restructure SBIC participating securities

program. As much as this type of straight equity is missing in the

market for small firms, as we will hear from Dr. Sohl today—and

I would like to see it reinstated, personally—the political reality is

that we just cannot, in this environment—with the Office of Management and Budget—we just are not able to get over that hurdle,

so to speak, to get OMB to assess any version of an equity program

fairly and to give it a reasonable cost. So we are stuck.

So we are going to focus on making the debenture program more

user-friendly, restore confidence in the market that the program is

here to stay and worth getting into.

Like the SBIC Program, we can speak of important contributions, also, for the New Markets Venture Capital Program. It is

still in its infancy, but nevertheless, in many ways, as of March 31,

2006, we have received very encouraging news.

The six new market venture capital companies currently licensed by the SBA invested more than $26 million in 75 financings to

more than 39 small businesses in low-income areas across the Nation. These funds leveraged $136 million in additional investments

from other sources, and they created or maintained more than

1,600 jobs in areas where people had been suffering from chronic

unemployment.

As Dr. Rubin will tell us today, without the SBA’s program, this

type of investment just would be nonexistent. And we need to build

on the good start that we have for that reason. Senator Snowe and

I also introduced a bill this week to extend the New Markets Venture Capital Program another 3 years, allowing it to start from 10

to 20 more funds, hopefully.

So we make small but important changes to the program so that

it is aligned with the New Markets Tax Credit Program, as Congress intended, and also aligned with its younger, and in some

ways, more advanced, sister program at the Department of Agriculture.

These changes should make it easier to attract investors, easier

to attract interested fund managers, and that leads to more investments in areas that need it. So hopefully, that will be a positive

outcome.

Last, we have included some provisions to diversify the reach of

New Markets Venture Capital so that it is available in more areas

around the country, and perhaps focus on small manufacturers.

These ideas were proposed by my colleague in the House, Congresswoman Moore from Wisconsin, and I’m happy that we are able to

include them here.

So we have a lot of voices to hear from. We appreciate your being

here. Let me turn now, if I can, to Dr. Sohl and Dr. Sass Rubin

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to tell us about the state of venture capital for small businesses,

the need for developmental venture capital, and then all of you

begin the process of weighing and we will build our record.

Thank you.

Dr. SOHL. For those of you who want it, there is a handout, not

a PowerPoint.

[The referenced handout follows:]

5

6

Dr. SOHL. But I wanted to point out a couple things, namely the

loss of the seed capital, and I think that dovetails nicely into the

New Markets and the SBIC.

And the key people that individuals—or the key source of capital

in this whole equity field and seed stage is Business Angels. And

if you see from the data, Business Angels last year put in about

$26 billion in the U.S. equity markets, and more importantly, funded a little over 50,000 startup companies. Now, some of those are

in later stages, but most of them are in startups.

The misnomer with the venture capital industry, they are predominantly later-stage deals. They did a total of about 3,500 deals

last year, and their average deal size is about $7 million, whereas

the Angel deal size is around $400,000.

And if you break up the venture capital numbers by just seed

and startup, the entire venture capital industry did about—well,

exactly 312 startup companies last year. Almost all of them are follow-on funding.

So any legislation certainly should, in my opinion, be directed to

where the needs are, namely at the seed and startup. And the VC

market certainly handles that later stage quite well.

In that little chart that I have there, you can see that there are actually two gaps now, in that roughly under $1 million range,

$500,000, or even as low as $50,000 to $1 million is where there

are some real private sector with the seed stage. And then, because

of another gap in this $1 to $3 million range, that Angels are in

fact redistributing some of their capital into that later stage—still

very early, but later stage $1 to 3 million, which exacerbates that

seed and startup gap. And this is especially acute, certainly under

certain markets.

Now, I guess, if the one message I would like on this overview—

is that, you know, the seed stage without the seed, obviously we

are not going to have any later stage for anybody to play around

with.

And the Angel numbers that we see show a slight restructuring

and possibly a slight retreating from seed, with about half of their

deals now going in a later stage.

So I think any legislation—I would say the two things I would

like to see a focus on is certainly at the seed startup stage, as the

SBIC, in some cases, does. And also, there is the great potential

for co-investing with Angels in both the New Markets and in the

SBIC, because now a lot of the new flavor-of-the-month deals are

with the Angels is some debt and equity. So in fact, the debentures

in the SBICs could in fact possibly be combined with some of the

Angel Money.

So I think that is the potential to leverage some existing dollars

that are there, and at the same time, get, really, a handle on that

acute seed gap in the United States.

Thank you.

Chairman KERRY. Thank you very much, Doctor.

If we could, Dr. Sohl, just reinforce for me the sort of equity importance here.

Dr. SOHL. Well, at this very early stage, it is hard for them to

service debt, because they need all the money to stay with the company and to fuel the growth for that company.

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And debt servicing is money that is going out the door. So what,

ideally, with the equity is—the Angels and the equity dealers at

the early stage are in there for a good 5 to 7 years. They don’t get

out until the entrepreneur and many of the workers get to cash out

their equity also.

Chairman KERRY. Isn’t that longer now than most venture capital cycles are looking for?

Dr. SOHL. Absolutely. The venture capital industry is a much

shorter cycle, and they tend to do a much later stage—deal sizes

around $7 million. And they are trying to flip those companies in

a good 3 years or 4, because they have the life of a fund of, really

10 years, but only 5 years to invest.

Chairman KERRY. That also is the reason—that underscores, because the equity capital in the mainstream are looking for a faster

return, and usually a larger one.

It leaves a lot of these more traditional kinds of business that

don’t promise that kind of a large return, but also are going to take

longer to get that return—it leaves them hanging out there, doesn’t

it?

Dr. SOHL. You are absolutely right. And that is where the Angels

tend to provide, and some other sources—what we call ‘‘the patient

capital.’’ They are willing to wait, and wait the ride, and then cash

out when everybody does so everybody can make a decent return.

But again, they are managing their own money. As a venture

capitalist you are a money manager, and somebody has your feet

to the fire to get that return pretty quickly.

So you are absolutely right.

Chairman KERRY. I appreciate it.

Kevin, do you want to——

Mr. WHEELER. Dr. Rubin, you want to talk to us about developmental venture capital?

Dr. RUBIN. Thank you. Thank you for inviting me.

My comments are based on my research, which is about a decade

of research on venture capital and developmental venture capital,

but I am also right now conducting an evaluation of the New Markets Venture Capital Program. So I am speaking specifically to

that program, as well.

And I just wanted to follow up with what Professor Sohl said. He

talked about the need for seed and early stage money. But as he

alluded to, there are two other dramatic needs that the private equity markets are not touching on:

One is for capital in rural and low- and moderate-income areas,

and the other is for, as he mentioned, smaller investments, particularly $3 million and less, and even more so, $1 million and less,

for a bunch of reasons that we have touched upon, and I’m sure

we will discuss more.

The Catch-22 is that, if you wanted to raise a fund to focus on

low- and moderate-income in rural areas, you are in a bind to do

so, even if you are an experienced venture capitalist, because the

sources of capital for venture capital want to see a record of performance. And to have a record of performance in a particular geography, there have to be existing venture funds in that geography.

So by definition, you are kind of caught in a bind.

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Now, what I am finding is that the New Markets Venture Capital Program has helped address this for the funds that exist in two

ways—through the incentives that it offers, through both the grant

incentive and the debenture incentive.

And because it provides a grant incentive in particular, it has

been able to attract some very high quality venture capitalists who

would not otherwise have been interested in doing a program like

this, particularly to target low-income areas, because it is so difficult to raise a fund.

The grant has enabled them to offset a lot of the market imperfections that exist in these markets, which is why traditional folks

don’t want to touch them. And particularly the lack of deal flow,

traditional venture capitalists have 300 and up deals a year that

they are looking at, and they are selecting one or two to invest in.

So they can really cream those deals. They can really take the best

of the lot.

If you are working in an area with a distressed location or rural

location, by definition, you do not have that kind of deal flow. So

what you have to do is provide a lot of technical assistance to the

companies that do exist to get them to the point where they are

ready to really take advantage of the equity investment and succeed.

And without that grant, it is almost impossible to do that. In particular, a smaller fund, say, under $30 million, just does not

have the ability to do any sort of extensive technical assistance out

of its base. It needs that grant. And that is what—the role that it

has played is to attract folks who would otherwise not be interested

in these markets, because they understand it enables them to do

that technical assistance.

The debenture is really critical, because it is extraordinarily difficult to raise money, as I mentioned earlier. And actually it has

gotten even more difficult, as Ray will probably attest, in the last

5 years for a number of reasons having to do with Bank consolidation, et cetera. And so, just to raise $5 million is very challenging.

Now, what the debenture does is it enables you, obviously, to leverage that $5 million. A $10 million fund is still very small, but

at least it is kind of on that threshold of being able to be a viable

fund. A $5 million fund is really not viable anymore.

So the grant and the debenture are critical. Now, what I am finding is there a couple areas where the program needs to be tweaked.

Overall, it seems to be working quite well, surprisingly well, but

I’ll just throw these out there, because I am sure we are going to

come back to them:

One is targeting. The restrictions that currently exist around investing in census tracts are very, very challenging because census

tracts are such a blunt instrument. They change dramatically over

the course of 10 years in between censuses, and areas that used to

be better off might become poorer, and yet the census track doesn’t

reflect that. Census tracts are large, so you can have pockets of

concentrated poverty that are not reflected in the overall designation of that track.

So it is very challenging to make investments when you have a

limited geography if the criteria is one of just location and whether

the census track is low-income or not. So some kind of modification

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on the targeting is really quite necessary. And I heard this very

loudly from all the funds.

The other piece that is very challenging is the grant match, because the existing program requires folks to raise a matching

grant. You are taking people who are good venture capitalists and

asking them to be good at raising grant capital, which are two very

different things. And particularly you are asking them to raise

grant capital to subsidize a for-profit vehicle. It is just not a very

compelling argument when they go out to try to raise that money.

So what it has done is it has forced them to spend a lot of valuable

time that they could have been raising equity or actually making

investments trying to scrounge up this money, and I don’t think it

is a very good use of resources.

The other issue is that—I would recommend increasing the debenture. And I know that the bill on the table right now has a 1.5-

to-1 ratio like the original New Markets legislation. I would argue

that is not sufficient.

Because it is so hard to raise money right now, a $10 million

fund, which is the smallest that would exist under this legislation,

is really almost too small. So I would strongly encourage an increase, at least, to a 2-to-1 leverage ratio, which does not—it is not

really 2-to-1, because you have the loss on the debenture discount,

but it would at least give the funds a bit more money to actually

invest in these regions, and particularly in light of the difficulty of

raising capital, in the increasing difficulty of raising capital, for

under-served markets, this is a real need.

So I have some additional comments that I will hold for now.

Chairman KERRY. Should we be thinking—when you have this

tension in the country, in the body politic, about the ideology:

Should the government be doing this or shouldn’t it, and so forth?

Would there be a benefit to—in addition to the fund itself, to the

SBIC and what we do to target, to creating a better incentive to

draw some of that private capital?

I keep hearing how much money is out there looking for deals.

Dr. RUBIN. Right.

Chairman KERRY. But obviously it is not looking for these deals

here. It is going to China, to India, to wherever—Greece. You name

it. It is very high-flying stuff.

Should we, therefore, be thinking about an incentive outside of

the SBIC, i.e., a tax benefit or some kind of a deal that draws that

capital, or write that into the SBIC?

Dr. RUBIN. Well, I think when the New Markets tax credit was

being put together there was an expectation that it would provide

an incentive for equity capital in distressed areas. Unfortunately,

because of the way some of the regulations have work, that has not

panned out.

I think a tax credit or a vehicle like that would be tremendously

helpful. It really is a crying need——

Chairman KERRY [continuing]. Low-income housing credit, which

has been a critical component of the syndication of housing to the

billions of dollars. And we have had huge benefits as a consequence. If you did that, also, perhaps, on this side of things, it

could be conceivably very exciting.

Dr. RUBIN. Yes.

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Mr. WHEELER. Ray, do you want to make a comment?

Mr. MONCRIEF. I do.

A couple of comments that Dr. Rubin made, specifically in the

area of deal size. Quite frankly, there is a lot of money out there

in America looking for deals. The problem that we have in the New

Markets Venture Capital arena is that there are deals out there

with quality entrepreneurs, such as one sitting next to me that

runs a very successful company, except that the deal size that he

needs to finance his company—he does not need $5 million in venture capital.

Typically, he does not need $5 million in venture capital on low

valuation, where he ended up being the vast minority shareholder

in his company. So consequently, the New Markets Venture Capital

Program provides, in socially and economically disadvantaged

areas, of whether he is in downtown HUBZone Covington, Kentucky—he was looking for a small round, a $750,000 Series A

round.

Most traditional VC does not do that because of transaction

costs. We do that in the New Markets Venture Capital for all the

reasons that Dr. Rubin talked about.

So there needs to be an incentive, No. 1, for more of these New

Markets Venture Capital funds to exist. The biggest drain is not

the ability to raise the money. The biggest drain is not the ability

to invest it. It is having the capacity or the practitioners that are

willing to work in low-income areas as opposed to traditional areas,

which is the most significant issue that we face.

And I do echo all that Dr. Rubin said. I would ditto everything

she said as far as the way that the bill needs to be tweaked, or the

industry needs to be tweaked.

Chairman KERRY. That’s interesting. You’re saying that it is difficult to find the employees who are willing to come into whatever

that geographic location is?

Mr. MONCRIEF. No, sir. I don’t think it is difficult at all to get

the employees.

For example, we have an investment——

Chairman KERRY. Well, what did you say?

I’m sorry. I misinterpreted what you said, then.

Mr. MONCRIEF. I am talking about the capacity of the practitioners to invest in these areas, not the employees to work in the

companies.

Dr. RUBIN. Venture capitalists.

Mr. MONCRIEF. Most of the venture capital practitioners.

You know, you have to ask the question: Why would a venture

capital practitioner that has the ability to run a $150 or $300 million fund want to move into a low-income census track and do deals

from $500,000 to $1 million?

Well, there has to be something else besides a cash on cash return that motivates people to do that. And consequently, there

need to be incentives for people to move into that arena from traditional funds.

Chairman KERRY. What do you think those appreciation incentives are?

Mr. MONCRIEF. That’s a good question.

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No. 1, there have to be old guys like myself that are in the careers that have made enough money and that are willing to spend

their time investing this type of money in low-income census tracts.

That is No. 1. And there needs to be a reason for that, such as the

operational assistance component.

I agree that the leverage needs to be more than one and-a-half,

it needs to be at least two to kind of marry it up with what we

are doing under the RBIC Program.

Those sorts of things that would give us the cash to do reasonable deals in low-income census tracts would be a great attractor.

Chairman KERRY. Interesting.

Any other economic incentives?

Mr. MONCRIEF. Well, there can always be a tax consequence——

[Laughter.]

Mr. MONCRIEF [continuing]. On capital gains and things of that

nature that would incentivize—much akin to what happened in the

legislation with the Empowerment Zones.

Investments in Empowerment Zones, as you might recall, there

are no tax consequences to gains on companies that are sold in Empowerment Zones. And consequently that, in a rural market that

I work in, has been profoundly successful of investments in companies—to forming in those rural census tracts.

Chairman KERRY. We could always give you a discount on the

ARP Guard or something, right?

Mr. MONCRIEF. That would work.

Chairman KERRY. I have to run in a moment, because I just got

my language on this CAFE thing, but why don’t you keep running

here.

Mr. WHEELER. OK. As Senator Kerry said, our purpose here is

to build a record to justify the need for SBA’s VC programs, both

the New Markets Venture Capital and the SBIC.

We want to discuss—we have already been through the general

state of VC and that of developmental capital. We also want to

touch upon the need of VC for businesses owned by women and minorities.

Now that we have heard from Dr. Sohl and Dr. Rubin, let’s go

ahead and open it up to the Small Business Investment Company

Program.

We’ll let Lee Mercer begin—do you want to just give us a brief

overview of the SBIC program?

Mr. MERCER. I am going to let Steve go ahead.

Mr. WHEELER. Let Steve go ahead?

Just give us a brief overview of the program, and then we will

open it up to talk about proposals that are out there that you are

asking for.

Mr. VIVIAN. Thanks. And thank you, Chairman Kerry, for inviting us and for your long support of the SBIC Program, and all that

you have done over the years for it.

I am just going to spend a couple of minutes on the overview of

the SBIC Program. Before I start, we have done everything from

early-stage investing to late-stage investing. We run two SBICs in

Chicago. And there is a discussion period later. And since I do not

know what is going to happen in the discussion period, our attorneys have advised that I am supposed to say that I would not like

12

to see this on YouTube. I do not give video permission distribution

to YouTube.

The SBIC Program really has three legs of a stool. A lot of people

think it only has one program; there are actually three programs.

The program that started in 1958 is the debenture program, which

is still very strong today.

That program allows 2-to-1 leverage against private capital that

general partners like myself and my five partners will go out and

raise to invest debt, primarily, into small businesses. And there are

currently 135 debenture SBICs managing just under $6 billion of

capital. And they invested $1.2 billion in fiscal year 2006 into small

businesses.

The second component of the SBIC Program consists of

unleveraged bank-owned SBICs, which was really much more popular back in the late 1950s and early 1960s. However, in 1999, the

passage of Graham-Leach-Bliley allowed bank holding companies

to have their own subsidiaries that could do venture capital and

private equity investing. And so today there are only 58 bankowned licenses left on the books, and they invested about $188 million in 2006.

The third leg of the stool, which Senator Kerry has mentioned,

is the participating securities program. I am from Prism in Chicago. We have one of each license: both the participating securities

license and the debenture license. That program is really in winddown phase. It was started in 1994. It ended, really, from a new

license standpoint, in 2004 when the SBA stopped licensing, due to

a couple of reasons: losses and the determination, as Senator Kerry

mentioned, that the program no longer qualified for the Federal

Credit Reform Act.

However, the leverage that is available expires in 2008. And so

we are pleased to see that there is some effort to allow PS funds

to draw new leverage. There are currently 167 remaining PS licensees, and they manage about $11.6 billion in capital. They invested about $1.5 billion in 2006.

Lee is going to talk a little bit about the proposals in the bill,

but I just thought maybe it would be interesting to hear from Ed

Tierney, who is an SBIC-backed company, to have him comment on

what it was like to raise capital, and what it has been like, and

why he took SBIC money.

Mr. TIERNEY. Sure. Thank you, Steve, and thank you, Chairman

Kerry.

Our company, BISCO Environmental, was founded in 1990, and

we had reached a critical mass of a growth period in the year 2005.

I say a critical mass, where our growth had stressed our infrastructure, our ability to raise capital, during a period within the industry where opportunities were abound, because our industry had

matured as a relatively new industry. This environmental cleanup

industry really got its start in the late 1980s and early 1990s. So

there were a lot of competing companies looking to reach their

goals and come out on top, while others were struggling.

At that critical point, we looked for avenues of capital to continue

to support our growth. And through an extended search, we went

into a relationship with Seacoast Capital, an SBIC company.

13

My background, of course, is engineering and running a business.

This is relatively new to me, but this has been an enlightening experience. They have been an exceptional firm to work with. We

have realized a substantial improvement in our infrastructure—we

have hired staff. We have been able to obtain a new facility. We

have brought additional jobs into our local area. We have made an

acquisition and are looking at a couple other acquisitions right now

that I believe will allow us to truly come out on top in an industry

which is really looking for a leader and lacking a leadership right

now as it goes through a change or a flux period, as the market

matures, and the industry matures, and the competition stiffens,

and the margins become a little tighter, it is—this relationship has

helped us in that area with the infusion of cash to help us realize

our goals.

One other side note beyond the money has just been sort of the

mentoring aspect of this, I’ll call it, where Seacoast Capital has allowed us access, through their network of contacts, to work with

professionals and get some professional insight into methods of

management, methods of operation and finance that a company of

our size may not have had access to previously.

Mr. VIVIAN. And he’s not saying that because his board member

is sitting beside him, either.

[Laughter.]

Mr. TIERNEY. Well, he may be.

Chairman KERRY. Thank you all again. I appreciate it, thanks.

Mr. MERCER. Well, NASBIC has made three proposals.

And the proposals that we have made are in keeping with the

goal that we have set for ourselves—that the Board of Governors

set for itself at the beginning of the year, which was really to improve the reputation of the SBIC Program, which had been damaged by the participating security situation, and to find areas

where we could simplify and rationalize either laws or regulations

we have developed, over the past year. Because of this, I think our

relationship with the SBA has become much, much better than it

had been in the past. And we have worked successfully with the

SBA to identify several areas where changes could be made in the

regulations that will meet the goal that we have set for ourselves,

which is to, again, improve their reputation, to simplify, to eliminate unnecessary work.

There are three areas where we believed it was necessary to

change the law. And the first one that I want to focus on goes by

the arcane name of aggregate limitations, or overlying limit. And

what it really means is: How much can a single SBIC invest in a

portfolio company? What percentage of its investment capital can

an SBIC invest in a portfolio company without seeking an exception from SBA?

The purpose of putting in limits like that, and the limit in the

current law is no more than 20 percent of private capital, is to

make sure that SBICs have diversified portfolios to mitigate risk

where possible. Obviously, you don’t want people having the ability

to go to Atlantic City and let it all ride on 00 in one investment.

So it is a reasonable thing to have in the law. And in fact, in

non-SBIC private equity funds, there are also limits found in those

14

agreements to protect investors or to make sure that investors are

satisfied that there will be a diversified fund.

In the private market, the limit that is—today’s limit is no more

than 20 percent or 25 percent in some funds, if they are really later

stage funds—no more than 20 to 25 percent of total capital invested in any one portfolio company.

The SBIC law is far under-market. Twenty percent of private

capital is the rule. And what that means is that, in a company that

is leveraged 1-to-1, in other words, draws a matching tier of leverage to match its private capital, it equates to more than 10 percent

of total capital in any one portfolio company.

A company that is leveraged 1.5-to-1, which is probably the average in the—remember that, in the SBIC Program, the law contemplates as much as 3-to-1 leverage, but the average, and SBA

can speak to this, is probably around 1.5- to-1, the effective average. Under that, no more than 8 percent can be invested in any one

portfolio company. And if you are lucky enough to get to 2-to-1 leverage, it is no more than 6.7 percent.

So if our goal is to make the debenture program attractive to a

greater number of investment professionals and their investors, the

current law is just too far under market. It stresses management

teams.

I know that some people might say, well, if we keep the law the

way it is it will force them to invest in more and more companies

that are smaller and smaller. It is just not the truth. What it will

do is force them—because they can only stretch their management

time so far, it just will end up that companies will not take as

much leverage, will not grow as much as they normally might be

able to under the program. And therefore, the total dollars flowing

into the small business community will actually be reduced.

And we have addressed the smaller enterprises in another proposal by suggesting that the limit be increased from 20 percent to

25 percent. So we are hopeful that both SBA and the Committee

will look at the current market and—what we have proposed is not

even taking it up to current market level in terms of amount of

money that can be invested in one portfolio company, but at least

would be—the compromise that we have proposed is an increase of

25 percent from the current limit.

Mr. WHEELER. But of only private capital or total fund?

Mr. MERCER. Well, the most recent language that I shared with

you and SBA would be, let’s keep it simple and keep the law the

same, and just say that 20 percent of private capital is raised up

to 25 percent of private capital. And then you can do—you know,

so, in a 1-to-1 leveraged fund, instead of 10 percent it would be

12.5 percent of private capital. In a 1.5-to-1, it would be about 10

percent of private capital. It would still be below market, but at

least it would be an indication to the SBIC community and those

who might consider it, that there is at least some recognition that

the market has passed by the SBIC law at this time.

Mr. WHEELER. SBA, do you want to comment on that, because

we would like to work with you to find a compromise on this?

As Lee said, it is not in the current legislation that was introduced this week, but if you have any comments——

15

Mr. HAGER. We are looking at what Lee shared directly with us,

which is the package sent to you, plus the two proposals that we

received last evening—late yesterday afternoon.

And I think we certainly have lots to evaluate. We are working

on the package that Lee gave us actively. It is still a little early

for us to say we are going to recommend the following. But Lee

does bring to the table lots of merit, but again, we just have to sit

back and evaluate—of course, do our budgeting, to see what kind

of impact it might have to our modeling, and then come back with

some compromises.

I would like to, if I may—could I make just a couple of comments

just to lead into that?

Mr. WHEELER. Sure.

Mr. HAGER. You know, it has been challenging the last few years,

particularly driven by the participating program. As we all know,

out of $8.5 billion, we are looking at losses, currently, at about $2.5

billion.

We have another roughly $2 billion yet to go that we are committed, and we are going to honor those commitments. And that

will likely yield another $300 to 700 million in losses, bringing that

loss number to about $3 billion.

We have spent a lot of time working on what we can do to stabilize that product, that environment. And I am pleased to say

that, with a lot of solid management steps, that the current portfolio has stabilized. While some additional losses, as I say, are likely to occur, we have seen the overall program stabilized.

Bond holders received distribution of almost, between the SBA

and the bond holders, $1.5 billion.

The debenture program is, we think, doing very well. Solid performance. In 2006, the guaranteed amount over $400 billion. We,

again, see 20 percent of the venture going to the LMI areas. We

are real pleased about that.

Additionally, our efforts to serve the under-served markets continues to foster lots of economic developments in LI areas. The New

Markets Venture Capital program is based on, as you know, the

SBIC Program. It is unique, and the fund managers in the New

Markets Venture Capital area received grant funding to provide

operational assistance.

Again, we are real pleased with what has happened to date. You have already heard Senator Kerry make reference to it: $40 million

in equity investments over 50 portfolios, creating 400 new jobs in

addition to about 1,100 we have sustained.

It will also provide over $10 million in no-cost operational assistance to over 170—I am reading this, as you can see, the numbers—

170 actual potential portfolio companies. Again, we are very

pleased with what is happening there.

It is still early. We want to see the program mature, and see

where we go from here with that program, but we are encouraged

at this point. Thank you.

Mr. WHEELER. Thank you.

Mike, may I just ask you to submit your statement—we are really just trying to get to a markup on Tuesday, and so we would like

to go through the proposals. And just quickly, on what Lee said,

that from NASBIC—get SBA’s feedback—their proposals.

16

Even if SBA is not prepared to take a stand on aggregate limitations, could you at least tell us what would be your concerns about

it, because we would like to decide whether we are going to go to

markup with it or not?

Mr. ROWE. I think a lot of what you are getting at here is very

welcome to us.

Let’s face it, over the years, folks have recognized both in the industry and at SBA that there are areas that are just unduly complicated, whether it is some of the overlying structure or some of

the other investment limitations that make it difficult for fund

managers to spend the time looking at the merits of the investments, rather than wondering, well, what’s my percentage in the

smaller enterprises today?

That being said, as well, while our maximum leverage levels are

set based on the CPI, you obviously would have to note that the

average deal size is not linked that way. And what Lee talked

about, where we would go from, say, 10 percent of private capital

to 12.5, obviously, that means that the average deal is going to increase slightly.

But when you look at when that law was written going forward

to today—I mean, 2 percent is not an outrageous increase if you

thought about it in terms of average deal size as a result.

I think Harry can speak a lot better to the mechanics of what

we deal with at the Agency.

Mr. MERCER. Can I just——

Mr. WHEELER. Sure.

Mr. MERCER. I just want to break in and just reiterate that it

does not mean that every deal is going to get the maximum amount

of capital, because deals are done in stages: There is an initial investment, and then an amount of money is reserved for follow-on

investments. And some of those early deals, some of the original

deals will not merit further support, or will need further support.

But the ones, the few, that do, that is where the maximum comes

in. And I even understand—Seacoast can speak to this. I think

they are up against the limit right now with Ed Tierney, and they

will not be able to fund his need for more capital.

Mr. WHEELER. Because you would pass over the 20 percent investment in one company of your entire fund?

Mr. DEBOW. Right.

There are some very attractive investment opportunities that we

have, that BISCO has, as opportunities to grow the company, and

if we are going to go forward with that, we are either going to have

to find a co-investor or someone else to support it.

And frankly, from an investment standpoint, you know, we have

spent the time and effort to kind of get the company to where it

is today, and to essentially hand that opportunity off to someone

else does not make a lot of sense, from an investment standpoint.

Mr. WHEELER. So would you not make the deal? Is that the risk,

that you would not put the extra money in?

Mr. DEBOW. Right. The risk is that we would basically choose

not to—first of all, we can’t support the company, because we

would go over the limit, and either the company—we either find

capital from somebody else to support it or the investment does not

happen.

17

Mr. MERCER. Well, they can apply to the SBA for an exception.

And I know exceptions—Harry will tell us that exceptions are

granted.

But I have to tell you, and I want to be brutally honest about

this, and we have said it at the SBA before, that SBA is not known

for timely attention to requests for exceptions, and you cannot be

certain that they will be granted at all times.

So our proposal to increase it to something that is still less than

market, with, still, the ability to go back for an exception, would

eliminate, in my view, a whole bunch of requests for exceptions

that are probably granted, or would be granted, and leave the exception process for something that is truly either at market or far

above market.

Sorry, Harry.

Mr. MONCRIEF. I’d like to—excuse me. I would like to piggyback

on Lee.

I think Lee’s comment is extraordinarily pertinent to this situation, especially for the smaller New Markets Venture Capital fund,

because 20 percent of private equity for a fund my size is a whole

lot different than other SBICs.

And the real impact that it has on a New Markets Venture Capital Fund is that, if the company really heats up and does extraordinarily well and needs a Series B round, a Series C round, I have

to throttle back what I can invest just like Tom is throttling back

in limiting what he can do in the company. Or if he goes ahead and

puts his balance all the way up to the 20 percent, then on a subsequent round he is going to be diluted. And he will end up getting

less of a takeaway in an ultimate liquidation process.

So it is very important, and I think a 5 percent increase of the

regulatory capital is extraordinarily modest. As a matter of fact, I

say it is overly modest, quite frankly. I not only think that it is

necessary, I think it demands to be discussed.

Mr. WHEELER. Harry, would you like to make a comment?

Mr. HASKINS. I think we support efforts to simplify the program

and make it more attractive and reduce the administrative burden.

A concern that we have, and I am not saying that it is a concern

that would lead us to oppose a provision, is that the 25 not now

act as a base, and that we now get the same number of exception

requests starting from 25 as opposed to 20. We don’t want to just

change the threshold level to which people come in, to the extent

that it actually does limit the amount of exception requests I think

is one we would definitely consider. We would like to look at what

our experience has been in terms of overlying approvals that have

been granted.

But we definitely share the goal of NASBIC in trying to reduce

the administrative burden and make the program more attractive.

Mr. VIVIAN. I think, Kevin, if the goal is to make the debenture

program more attractive to GPs that run funds, it is well below

market.

I mean, it is well below market. So if your desire is to attract

talented GPs to the program that want to invest capital in these

small businesses, which Tom, and I, and do, it is a real—it is a

challenge. I think every manager sitting here will tell you they

have faced that challenge.

18

And to play on your point, you know, in Ed’s case, Tom can go

to Ed and say, you are not going to make the acquisition. So he

can stultify the growth of a small business because he is capped

and he does not want to get diluted and does not want to have

somebody else come in and put onerous terms in on the investment, and that happens all the time, unfortunately.

Mr. DEBOW. I guess the additional point I would like to make is

a slightly different point, which is: OK, we have a pool of capital

to invest, and if you look at the mechanics of it—OK, we have

roughly $30 million of private capital. So we can invest up to $6

million in any single deal.

Like many debenture deals, we are levered 2-to-1. So it is essentially a $90 million, but in order to invest—OK. So if $6 million is

our cap, we certainly do not really want to go above four or five

at the most at the initial investment, which is still well below the

average kind of venture capital investment you said of $7 million.

And the issue becomes, how many deals, frankly, can we manage? If you have to invest $4 million a slug, that means, for us,

something, anywhere from 25 plus deals to manage and invest and

to work your way through.

And it is very difficult, frankly, for me to manage that number.

We have four partners in our firm. And so, when you start doing

the math, that means five or six deals per partner, which is, frankly, hard to give the company the amount of attention that it needs.

And very often, frankly, Ed will call me and it is 2 days before

I get back to him, because I am traveling or something on two

other things. Now, that 2 days usually is not critical, but it is the

overall—the more attention that we can give to certain portfolio

companies, the stronger they are going to become, because that is

really—I don’t know if Ed would agree with this, almost more than

our capital, it is the advice that we bring to get the company from

stage A to stage B is equally, if not more, important than the capital.

Mr. WHEELER. So the cap is inadvertently watering down the

fund a little bit.

Mr. DEBOW. Yes.

Mr. WHEELER. Greg—sorry, Greg wanted to make a comment.

Go ahead, Matthew.

Mr. BERGER. Is there any risk to the proposal in the sense that

you could have good money chasing a bad investment if you increase the cap?

Mr. HASKINS. That is a concern of the overlying investments, is

that you would have that situation, and we have not analyzed what

our experience has been to indicate whether that has been a result—an inordinate amount of times.

We would like to perform that analysis before we take a position

on the specific proposal.

Mr. DEBOW. Anecdotally—I’m sorry. We had—we are now investing our second fund.

In our first fund, we had two overlyings approved. And in each

case, frankly, they worked out very well for the investor and for the

SBA.

19

Mr. HARMEYER. I was just going to make a comment from the

company’s perspective and kind of echo some of what you are saying.

When you are looking at investors, it is an enormous effort to

manage an investor, to find an investor, and to find a relationship

that works. I mean, it is a marriage.

And if you are limited by follow-on investment to say, you are

going to have to find somebody else, that is a big drain on the company’s resources to be able to manage multiple investors who may

have different interests, who have different, competing thoughts of

where they want to go with the company. And so I think that is

a detriment to the company if the investor is limited.

I also would completely agree that the more an investment company is diluted and has too many companies, the less attention

they are going to give you in helping you grow your business. So

that is another thing that companies are going to look at. And I

think it is worth considering from that perspective.

Mr. WHEELER. That is a good point, a very good point. Thank

you.

Mr. HASKINS. I would just like to follow up on that.

This is an issue that provides a heavy administrative burden on

the Agency, and it is one where we would like to find a way to reduce that burden. So we are very interested in working with the

industry to address the issue.

So we haven’t taken a specific position, but we do want to try

and resolve this issue favorably to all of this.

Mr. VIVIAN. We’ll say 40, you say 30, and we can be done.

[Laughter.]

Mr. MERCER. Deal or no deal.

Mr. WHEELER. Let’s let Dr. Sohl make a comment. He wanted to

weigh in here.

Dr. SOHL. There is one comment—and I understand the need for

the dry powder and do less structured round, and I understand all

that.

But I get this undercurrent that dilution—we don’t want any dilution, and I think that is unrealistic. I mean, I think we all know

that.

If you are an equity investor, there will be dilution. Not all dilution is bad, just as long as the valuation goes up. The cram-downs

are what kills you. So if you make a good deal and values go up,

there is nothing wrong with dilution. Again, it is the cram-downs.

So it just seems like we are trying to tweak this to—and I am

not going to make a lot of friends right now, but tweak it to invest

in and play in a crowded field. And I agree with you, you need

some dry powder, but I don’t want to go crazy. I do not think it

would be, for the market and, really, the entrepreneurs, to say that

I am going to have one marriage to one person for the entire life

of this deal. You actually have three or four wives as you go

through different stages, just like you have three or four entrepreneurs because the management team, often, is not there at the

exit.

So I think we are competing with a very later stage. It is just

making me nervous. I just would rather see it a little bit earlier.

20

And yes, dilution is not a bad thing. Have some for dry powder, but

do not expect to take the deal without dilution.

Mr. WHEELER. One last question——

Mr. MERCER. Remember, we are talking about debenture program.

Dr. SOHL. Right.

Mr. MERCER. This is a debt program. It is a later stage focused

program.

Dr. SOHL. Oh, I know.

Mr. MERCER. We are not talking about early stage active investments.

Dr. SOHL. But there has to be equity in the company somewhere,

right?

Mr. MERCER. The equity slice may come at some times from the

SBIC, but in all likelihood, the equity slice is coming from another

investor.

Dr. SOHL. Right, but still—well, dilution is——

Mr. MERCER. That investor is not going to be an SBIC, because

the participating security program, the equity program, is going

out of business.

Dr. SOHL. We know that. We know that. We heard that at the

beginning.

Mr. WHEELER. May I just ask one more question of the SBA.

In general, how many of these requests to go over are granted?

Is it in the majority of the cases?

Mr. HASKINS. I believe it is the majority, yes.

Mr. WHEELER. OK. Well, thank you.

Lee, did you want to go over the other two proposals that you

had?

Mr. MERCER. There are two other proposals.

The first takes a look at the hodge-podge of laws that grew up

about the maximum amount of leverage that could be drawn by

any one SBIC or group of co-managed SBICs. And it also involves

what percentage of funds capital has to be invested in, smaller enterprises, which are a subset of qualifying small businesses.

And it also talks to the part of the statute that increases the

maximum leverage each year by reference to an increase in the

Consumer Price Index.

And so our feeling that this was an area where, (a), it could be

simplified, and (b), could give Congress back the control that it

probably should have with regard to increases in maximum leverage limits, particularly if we are going to be heading into an era

of much higher increases in the CPI.

And (b), could provide a ramp, if you will, for second funds, and

more and more of the debenture funds are second funds, so that

if an original fund draws the maximum leverage and gets a second

license, it may be restricted in its use of leverage until the first

fund pays down a significant portion of its original leverage.

And so for all those reasons, we made the proposal. We also

thought that, because of SBA’s interest and the Committee’s interest in seeing the SBIC program perhaps do more for investing in

women- and minority-owned companies that, if nothing else, perhaps an incentive of more money being available would do the

21

trick. So that is in the proposal as well, and I think it is well set

out in the draft legislation.

The third proposal is our last attempt to try to help the existing

participating security SBICs that are in good operating condition—

these are not companies that are in capital impairment or in liquidation. They are operating well. The have leverage commitments

that run through September 30, 2008. They are drawing against—

the only way they can draw against those commitments is if they

need money within—that they can show SBA that they need money

some time in the next 90 days before they draw it.

And what is going to happen is, at the normal investment rates,

many of these funds will get to the September 30, 2008 date and

will lose the remaining capital that would otherwise have been

available to them, because, by its terms, the commitment will expire.

So as this last attempt we decided, let’s try to figure out a way

where we do not have any new leverage. There is no new leverage

involved. And we just try to find a way that would be protective,

hopefully, of SBA’s interest, but still allow these SBICs to draw a

greater percentage of the leverage from their existing commitments

than would otherwise be the case under current law.

And under current law, in order to draw leverage, a company

must draw in at least one part of private capital against private

commitments, and those commitments do not expire until the end

of the funds life. And once that capital is drawn in, they can draw

two parts of leverage, and end up with three parts for investing.

So our proposal is that, just for those participating security funds

that hold these valid participating security commitments, that, instead of requiring them to—if they need $3.00, instead of requiring

them to draw one of their remaining private dollars into publicly

guaranteed dollars, you allow them to draw the $3.00 still supported by private commitments. And those private commitments

have been validated by SBA. If they become unsure of them, they

can take action against the SBIC.

And if the SBIC gets into financial difficulty, the SBA has the

right, under the law and the regulations, to call all those private

commitments and pay them directly to SBA. Do not pass go.

So this was our attempt to just use more of the money that the

SBICs have already paid a commitment fee for, and reserve the

private capital that remains to support the portfolio after the September 30, 2008 date. And many of these SBICs had anticipated

being in business through 2014. So that is the proposal.

Mr. WHEELER. Would SBA like to comment on the last one?

Mr. MERCER. Deal.

[Laughter.]

Mr. ROWE. That one, actually, because we are changing the legislation and actually going in and looking at the terms of drawing

the leverage, we are just not sure at this point whether it might

have a budget implication. Then again, it may have a technical

budget implication and then be budget neutral, in which case it

does not matter.

But we just don’t know, because we are trying to figure out—we

are understanding this as essentially being a timing issue, where

the funds will draw the leverage on the commitments, but the regVerDate 11-MAY-2000 17:26 Mar 26, 2008 Jkt 039927 PO 00000 Frm 00025 Fmt 6633 Sfmt 6633 C:\SBA\39927.TXT CELINA PsN: CELINA
22

ulatory capital, rather than becoming paid in, simply just stays

regulatory.

So it is still there, it is just not invested in the same ratio relationship with the leverage that is drawn down, the way it currently

works. It is just, at this point, from a purely budgetary standpoint,

we are not sure whether this has any effect at all. So we have to

reserve judgment on that.

We understand completely what the point of view is, and all

along the SBA’s position is, we will always honor the commitment.

I mean, we know that people have paid commitment fees, and we

know we have an obligation there. What this is, is a change that—

I give Lee credit. It is a great idea, it has just caught us with a,

gee, I do not know how that works.

Mr. MERCER. Deal.

Mr. WHEELER. But you are saying that you will just go ahead

and let them do it, but you do not want us to change the law?

Mr. ROWE. Well, no.

What I am saying is, we don’t know what that change in the law

and the change in the way the leverage is drawn down without the

regulatory capital becoming paid in, how that had an budgetary effect, if any. We are just trying to figure that out right now. It is

kind of a new idea.

Mr. WHEELER. But isn’t there a risk that if we do not do anything to help these funds, that we could cause them to fail and

there would be an even bigger budgetary cost? Should there be any

budgetary cost to this legislative change?

Mr. ROWE. Yes. It is not a question of—obviously there is a potential to be penny wise and pound foolish.

And again, as I said, we are never in a position of denying someone’s wanting to draw the leverage for which they have paid a commitment fee. That is not the issue.

The whole issue is, if we make this change in the legislation,

does that act as a modification in the budget rules? And if it is a

modification, is it a modification that is budget neutral, or does it

have an effect, positive or negative?

And that is just what we haven’t had a chance to figure out yet.

Mr. WHEELER. What is the cost if we don’t do this?

Mr. ROWE. I don’t know if that is——

Mr. WHEELER. For instance, these firms will never be able to

draw on that money.

Mr. ROWE. No. I don’t think the situation is that they would

never be able to draw on the money. I think the situation is this

lets them draw the money earlier perhaps and reserve their private

capital for follow-on investment at later dates.

The question is, and it is purely hypothetical and prospective is

we are looking forward to say—and Harry, correct if I am wrong—

I think the last of these commitments expire in 2008 some time?

Mr. HASKINS. Yes. September 30, 2008.

Mr. ROWE. Yes. So the question is, what investments need to be

made after that? And I don’t think we are in a position to make

that estimate.

Now, obviously, the funds have been obligated. The commitment

fees have been paid. What we are just trying to figure out is, if this

goes forward, what if any budgetary effect can we foresee this havVerDate 11-MAY-2000 17:26 Mar 26, 2008 Jkt 039927 PO 00000 Frm 00026 Fmt 6633 Sfmt 6633 C:\SBA\39927.TXT CELINA PsN: CELINA
23

ing? And again, it is the same question. We can’t foresee what need

they do or do not have.

Mr. WHEELER. But SBA is not concerned about a financial risk

of allowing them to change it from paid in to just their commitments?

This is not a risk question. This is a budgetary issue.

Mr. ROWE. I’m not sure it is a risk question.

Mr. WHEELER. Harry, do you want to comment?

Mr. HASKINS. I don’t think we have made that determination yet.

I think clearly there is a risk factor associated with the proposal,

but we have not evaluated whether—what that level of risk is.

Mr. WHEELER. But Lee said you can still go after the money. If

these funds were to go bad, you can still go after the money, right?

Mr. ROWE. Yes. I am speaking purely from a philosophical point

of view.

Is there a risk factor between reserving the private capital and

not having it pay in with the leverage in the same ratio? Does that

have a moral hazard effect? I don’t know. I am not an economist.

Mr. WHEELER. It sounds to me like this is not a risk issue, that

it is really a budgetary issue.

Mr. ROWE. There is definitely a potential budgetary issue.

Mr. WHEELER. And there are more pros to doing it than downside.

Mr. ROWE. Whether or not a fund—you know, what investments

a fund makes now and in the next year, and I think there are

twenty-some-odd funds with commitments outstanding.

Mr. HASKINS. Well, there are 29 participating security funds licensed in 2004 that would potentially benefit from this provision.

When I say there is a risk element, I don’t know that the risk

is good, bad, or indifferent. We just have not evaluated. So I do not

think we are prepared at this time to indicate one way or the other

on that question.

I think it is an effort to deal with a looming problem, and I think

it is an effort we need to evaluate. We recognize the issue that

these funds face, and we are sympathetic to the problems that they

are encountering. And we would like to be part of a solution if it

is one that is—financially is not going to raise a cost that is inappropriate, but we have not made that evaluation yet.

Mr. WHEELER. And would SBA stop the bill if it went forward

with any of these three proposals in it?

Mr. HASKINS. I can’t comment on that at this point.

I think we look at it as a package and reach a decision. I would

just like to turn the focus slightly on the aggregate area and just

raise one potential concern we have there, is that within the existing law, there is a tiering structure on the leverage ratio.

At the lower levels, it is 3-to-1, at the highest levels it is 2-to2. One concern we would want is to make sure we would retain the

administrative ability to limit leveraged laws based on credit

issues, notwithstanding the law allowing a higher leverage. So we

want that to be understood, I think.

Mr. WHEELER. And that, you are talking about the change we

have in the bill to raise the maximum single fund from 127 based

on CPI to 150?

Mr. HASKINS. Correct.

24

Mr. WHEELER. And the varied—the ratios.

Mr. HASKINS. Right, that would use the tiering ratios.

Mr. WHEELER. Right. But I thought it already existed that you

all control that, and so that is why the Committee was

comfortable——

Mr. HASKINS. We do. We want to make sure we would retain

that control.

Mr. WHEELER. And does the language still keep that provision?

I didn’t think we eliminated it.

Mr. HASKINS. I know that within the provision on the LMI and

women/minority owned investments there is a caveat at the end

that makes it clear that the Administration or the SBA is allowed

to make adjustments on a case-by-case basis, based upon credit

concerns.

I am not sure that provision applies to the prior one. I assume—

we would hope that we would retain the flexibility to manage the

program from a credit perspective in a way that makes sense financially to the taxpayer.

Mr. WHEELER. Does anyone at the table have a problem with

that?

Mr. MERCER. I don’t think it is an issue, because they control the

licensing process. And if I come to the licensing process with a

business plan that says 2-to-1 and Harry looks at me and says, 1.5-

to-1 and we got a deal, I guess I either walk out or they have put

their mark in the sand.

Mr. HASKINS. As long as there is an understanding that we manage the credit aspects of the program appropriately we are not as

concerned with that provision as we might otherwise have been.

Mr. WHEELER. Thank you.

Are there any other comments on the SBIC Program, any other

proposals or just general observations that we need to consider in

trying to increase access to venture capital for small businesses?

Mr. ROWE. Yes. Well, there is this one concern that I would like

to raise.

Mr. WHEELER. Are you speaking from the bill, or just general?

Mr. ROWE. I am speaking from the bill. This is S. 1662.

Mr. WHEELER. OK.

Mr. ROWE. Under the investments in low-income geographic

areas—I mean, the current statute is clearly low-income geographic

areas.

The bill has added women-owned and minority businesses. The

only concern that I would raise is there is—the Administration,

particularly the Department of Justice, always has a consistent

concern with what could be viewed as preferences in finance programs that are based on race and gender.

We’ve always felt the low-income geographic determination essentially covers the same areas, both rural and lower income

urban. And we target the same communities without triggering potential constitutional issues, particularly if we are setting leverage

levels and putting preferences in a license in that fashion.

Mr. WHEELER. But——

Mr. ROWE. Again, that is something that the Department of Justice has always raised through us to the Hill.

25

Mr. WHEELER. Because our concern is that we would not capture,

necessarily, all of those small businesses by women or minorities

because we do not assume that they are all in low-income areas.

And we thought it was an important aspect to try to get at. If

you have a better proposal for us, we would like to know it. When

we looked at the SBIC data, for all the good it does, since 1998,

the investments in firms owned by minorities and women has gone

down. And also, the licenses to funds managed by minorities and

women has gone down.

So we were trying to come up with something that was reasonable to provide a little bit of an incentive here. And so, if you have

a different proposal, we would like to hear it, otherwise, we feel

strongly that only trying to address this issue by looking at lowincome geographic areas we risk the potential of missing investments or potential fund managers.

With that, should we move on to the New Markets? I’m sorry,

did you——

Mr. ROWE. No.

Mr. WHEELER. I mean, we can talk about it——

Mr. ROWE. Well, I mean—yes. I am not going into the licensing,

because this isn’t really licensing oriented, it is just the investment

level.

Mr. WHEELER. True.

Mr. ROWE. But yes, we can continue to work on it. There is more

than one way to skin a cat.

Mr. WHEELER. OK. Thank you.

Well, with that, if we could turn to New Markets Venture Capital Program.

Kerwin, do you want to, representing the Community Development Venture Capital Alliance, give us an overview of the program?

Mr. TESDELL. Sure. Thanks very much, Kevin, and thanks to

Senator Kerry and to Senator Snowe for having us here and focusing on this program.

I thought it would be helpful first to put things in context of the

Community Development Venture Capital industry and then talk

a bit about the program and some changes that we are interested

in.

This Community Development Venture Capital industry is relatively new, when CDVCA was started 10–15 years ago, there were

just a handful of funds managing in the tens of millions of dollars.

People who intentionally went to economically distressed urban

and rural areas of the Nation to practice the art of venture capital

to create jobs and wealth in lower income communities.

We started discussions in 1999–2000 with the SBA, thinking

about how the Federal Government can get involved to push this

field forward from a public policy standpoint, for all the reasons

that Dr. Rubin just gave. This industry was important to the Nation, and we looked at how the Federal Government could get involved in small ways to push the field forward.

And I think the New Markets Venture Capital Program does

that very well. First of all, it provides the incentive, and really, the

possibility for experienced venture capitalists to come to economically distressed lower income urban and rural areas and practice

26

their art, and particularly people who are in the middle of their

earning period who can make many millions of dollars elsewhere.

Even those who want to do that generally are not going to want

to run a $5 million fund. They are going to want a larger fund. The

leverage is very important for that. The other piece that is quite

important is this Operational Assistance Grant.

And just to piggyback on what Dr. Rubin described and maybe

go a little bit deeper, in these areas, often you do not find the sort

of perfectly formed management team, with the CEO, and the

CFO, and the marketing person, and all the intellectual property

is all pulled together, and so forth.

Very often these are sort of diamonds in the rough, and that is

what you find in the areas where Ray operates, and they need a

little polishing. And that is what this operational assistance money

does.

So maybe you have someone who really knows how to produce

a product, but is not so good on the marketing side and needs some

help with a marketing plan. Maybe you have a good team that is

weak on the CFO position and you need a recruiter to be hired—

to help hire—to find that person, recruit someone from outside of

the area to make this company successful. And that’s what that

operational assistance money does. It really makes it possible for

people to practice venture capital, something that works very well

in Silicon Valley and Route 128 near Boston, and bring it to rural

Kentucky, or inner city Baltimore and make funds viable. So that

is really a crucial component and real difference with the SBIC

Program.

Looking at some of the changes, minor changes, we are looking

for in the program as it is being reauthorized, one is focusing on

this operational assistance money. When we first designed this program, a very small number of funds, and there were several national foundations that were really focused on these funds, providing grant support for this new experiment.

This is no longer a new experiment. There are now 70 funds instead of 6 funds. And that kind of grant money is just not available. And the New Markets funds have found it very, very difficult

to raise that operational assistance match. They have just been

spending tremendous amounts of time out there as grant raisers as

compared with venture capitalists, which is not where we want

them to be spending their time. So that’s one change.

The second change is just the targeting, just bringing that in line

with the New Markets Tax Credit Program, which, as you know,

was originally intended to work in tandem with the New Markets

Venture Capital Program. They had the same name. There are several reasons that hasn’t worked out so well, but this targeting

alignment is an easy change to bring these two programs together.

And then third, giving funds a full 2 years of time to raise their

private capital, particularly raising this kind of capital in economically distressed areas is a difficult thing to do, and once the starting gun shoots off when you have been conditionally approved, experience has shown that at least some of these funds need a full

2 years to raise the capital. So that’s the third point we are looking

for.

27

Mr. WHEELER. But in the overview of the program, Ray, do you

just want to speak very quickly on why these differ—how these differ from other funds? You have a double bottom line.

Mr. MONCRIEF. We do. And quite frankly——

Mr. WHEELER. And you have an SBIC Fund and a New Markets

Venture Capital Fund.

Mr. MONCRIEF. I do. As Lee Mercer says, I have one of everything.

[Laughter.]

Mr. MONCRIEF. Quite frankly, this is a parallel to the SBIC debenture program. As a matter of fact, there are areas that traditional SBICs, debenture-based SBICs just do not go because of deal

size.

And consequently, what is interesting is that where I do what I

do in Appalachia, there are not a lot of venture funds there doing

it. And the ones that are there are looking for deals where they can

do a first round of $5 million, a second round of $5 million, et

cetera.

Greg didn’t need that much money. Interestingly, what we are

finding is that we do need these funds in these areas to do the

smaller transactions, and actually to syndicate with traditional VC.

As a matter of fact, on many of my deals, I syndicate with traditional SBICs, because they do not necessarily have the segue way

there. I have the segue way there. I am on the ground there. The

deals are not inferior, they are just smaller. And I agree with that.

The other things is, I want to talk about this operational assistance. Having raised that type of money, I can literally burn up all

of my management fee flying across this country asking people to

contribute to operational assistance. And I am telling you, that

does not exist. That money does not exist. You can get a $5,000

grant here, a $1,500 grant there—those sorts of things. And I can

assure you that is the most brutal money there is to raise. I can

raise five venture funds before I can round out 30 percent of regulatory capital that is required to match the SBA.

It just does not work, Kevin.

Mr. WHEELER. And to demonstrate how difficult it has been to

raise, have any of the funds been able to raise the full $1.5 million,

or 30 percent.

Mr. MONCRIEF. As a matter of fact, of mine, for example, I have

a small regulatory capital on my New Markets Venture Capital

Fund. That’s 30 percent of $5 million, or $1.5 million.

Those that have a larger regulatory capital have to raise 30 percent of that regulatory capital. So it is up from 1.5 to 2, or 3, or

4, or 5, whatever their regulatory capital is.

I don’t think any of them has raised their full match for the

Operational Assistance Grant.

Mr. WHEELER. And recognizing that, if you want to say there

was a flaw in the program, when the Department of Agriculture

created a similar program, they did away with the match.

Mr. MONCRIEF. They did. As a matter of fact, when they were

constructing, in the 2002 Farm Bill, the RBIC Program, they asked

some technical issues that were the most challenging in the New

Markets Venture Capital area.

28

And that was one of them, and they chose to draft in 10 percent

of the private equity, up to $1 million, which is by far the better

route to go, which is being proposed, as you well know.

Mr. WHEELER. Julia, do you want to make a comment, and then

we will go to Greg and he will explain to us what a New Markets

Venture Capital investment company has the potential to do?

Dr. RUBIN. Yes, I was actually going to say that I—I mean, I already mentioned that I thought the debenture in this legislation is

too low.

I would actually propose another change to this legislation

around operational assistance. I think, instead of saying the lesser

of 10 percent or $1 million, I would make it a flat $1 million, like

the RBIC Program, because the lesser of ends up being on the

smallest fund possible, which is $5 million in private equity and a

$5 million match in the debenture, which is a $10 million fund.

You end up with $500,000 in operational assistance, and that is

just not enough. You are looking at $50,000 per company, assuming

about a 10-company portfolio, which is about what you are ending

up with.

That’s not a lot of money to play with when you potentially—you

know, a lot of folks that are running the program now are ending

up spending $250,000 easily getting the company to the point

where it is ready for investment, and then doing work with them

subsequently. And in a $10 million fund, you don’t have the management fee to spare to do that kind of work. There is just no

money there to play with. So the grant is just so critical.

So I would propose both raising the debenture piece to 2-to-1 leverage, and increasing the grant, and just making it a flat $1 million, which would not have, I believe, any significance budgetary

impact, because you are still looking at $20 million, if I am not

mistaken, as a program level.

Mr. WHEELER. We did reduce the authorization level from $30

million to $20 million based on the change.

Dr. RUBIN. Right. I’m sorry. You could do it with the $20 million

if you are looking at——

Mr. WHEELER. Right. Because we did factor in the maximum $1

million per possible 20 funds.

Greg, do you want to tell us your story—you have New Market

Venture funding. Tell us what this meant to your company, the

jobs you provided and what the program does, and where you are

located—why it made such a difference.

Mr. HARMEYER. Sure. Thanks for having me here today. I really

appreciate the opportunity to discuss these programs, and I have

become very educated on some of this.

Honestly, I am not an expert on the programs themselves. I am

coming at it more from the other side of this.

We are—I will give you a brief thumbnail of our company so you

have some context. Our company, Tier One Performance Solutions,

we are about a 41⁄2-year-old company, a software and services company, that works with large organizations. FedEx is our largest

customer. You mentioned that they were an SBIC company. So

there is obviously some derivative effect—but Proctor and Gamble,

Wendy’s International, large companies like that, helping them

29

with online learning and knowledge programs to get their workforce educated, to get their customers educated.

Most recently, we have begun working with the United States

Air Force on helping transition knowledge within their engineering

ranks as their engineers begin to approach retirement.

One of the things we found—we were about 21⁄2 years into the

company when—first of all, we started the company with personally guaranteed debt, which is not uncommon.

I think the comment that venture capital is a misnomer I agree

with completely. I think your options really are debt or Angel investment, typically. We went the debt route. There are limitations

to that in a capital market for a company that is small, because

most banks will—you have to have multiple guarantees and collateral. And you have limitations to that, and many banks still won’t

lend you what you need.

And so we reached a size growing that model where we realized,

and it was really when the government opportunities began to open

up to us that we needed more capital to be able to grow effectively.

The options for you at that point are to look at Angels and to

look at larger private equity firms. Most private equity firms you

talk to will say to you, OK, it is great that you are looking for

$500,000–750,000, what would you do with $5 million?

Well, there is not an alignment there. What they want out of $5

million—we can take in $5 million, but it doesn’t make sense for

our people, for our customers, for what we are trying to do, and the

timing of their investment is not right.

So our options were really limited, and it is one of the reasons

I think the New Markets Venture Capital Program is critical. Our

options were limited both by the size of the investment we were

doing, so there are a limited number of investors willing to do that,

and also limited by our location. We are in Covington, Kentucky,

you know, a rural State, and the issue there is deal flow.

There are not enough investors there. There are not enough deal

opportunities for investors to want to be there, and so it is a chicken and egg thing. There are some good companies there, but there

are not enough of them. And so there is not enough attention from

private equity investors to want to invest in those areas.

So we happen to be located in a HUBZone, in a very developing

area of Covington, Kentucky. So the opportunity to work with the

Southern Appalachian Fund, which, as you know, is part of the

New Markets Venture Capital Program, was a very appealing one

to us.

It was also appealing because working with purely Angel investors, which is essentially the alternative, you do not get access to

the expertise, the networks, and the experience in helping grow

businesses that a professional fund will have, and like Ray’s company would have. And that expertise is significant in and of itself,

especially when we were looking at growing into the government

sector.

Angel investors, this a generalization, but often tend to be passive investors, or they know a limited area of what they do, but

they are interested in getting a return. They believe in you as a

person or as an individual, but they are not necessarily there to

30

help foster and develop the company. So that is a limitation of that

approach.

So the fit, I think, was significant. Another limitation we had in

raising capital is—you mentioned job creation. Well, our business

is partially software, and a large part services-based. A lot of investment companies do not want to invest in services-based companies because they do not scale very well. They particularly have a

perception that they will not scale well in a rural area, because of

the access to the people that you need to grow.

Of course, that is where a lot of job creation comes. I think over

90 percent of the job creation in the U.S. is in services-based companies. And so there is another issue there.

The Southern Appalachian Fund obviously has other interests in

mind, and one of them is job creation. And so it is very much

aligned with what we are trying to do.

And so the fit there—I honestly do not know, if we had not had

the option to work with the Southern Appalachian Fund, that we

would have aggressively pursued additional capital. We could have

been found growing at a much more limited pace without raising

capital, but the opportunities for a company in Kentucky to bring

in Federal dollars to do work for the government are few and rare,

but it was there. And so it gave us an opportunity to grow.

We are now around 40 full-time people. We do a lot of work with

other contractors, which is just a different form of employment. So

if you count all the people that we pay, it is probably in the 40 to

50 range, you know, in a small growing area of Covington, from

three people when we started.

We’ve also been very fortunate and honored to win the Kentucky

Small Business Persons of the Year from the U.S. SBA. So we are

thankful for that. We were named the U.S. Chamber of Commerce

Blue Ribbon Award winner. So we have been honored to have a lot

of successes, but it really has been largely because of the partnership we have been able to get—both the funding and the assistance

that we have gotten from our investors.

Mr. WHEELER. And what does it mean to your community, your

company to have this presence there?

Mr. HARMEYER. It is very significant. I am glad you asked that.

We actually relocated. And because we are invested in from a

New Markets Venture Capital Program, we were limited to stay in

the HUBZone area, which was a good thing. We weren’t necessarily

looking to leave, but it certainly kept us there, which I think is

worth noting.

We moved into what was a 150-year-old building that has been

renovated and is the centerpiece of downtown Covington. We’ve

made the headlines of the local paper two or three times because

of that building. And it is very much a sign for everybody who goes

through there that the area is developing, that there is growth.

Within our block, there are probably at least a dozen technology

companies, most of them a little younger and smaller than us, and

we are helping lead the charge, but we collaborate—many of us collaborate on multiple deals.

So it is fostering other things as well. We probably collaborate

with a half dozen other companies within the same block on various opportunities. So it is a virtual cycle: The more you can get

31

businesses there that are going to succeed, the more it is going to

help others succeed and attract more businesses there.

Mr. BERGER. What about job creation?

Mr. HARMEYER. Well, as I mentioned, I think job creation is—it

is a primary focus of your business because the large part of what

we do is professional services, and we draw on the many universities in the region to get our people.

I do think that is a limitation in many private equity firms, is

that they—I don’t think this is literal, but I think a private equity

firm’s typical best deal would be infinite scalability and no people.

And not out of any—I don’t think that is bad. It is just you are

looking for very high growth velocity that you can turn over in 3

or 4 years.

That is not the pace that we are on. And again, the interests of

the Souther Appalachian Fund are more aligned with the job creation and what it does for the community, which I think is a very

positive things, because, again, for managing investors in a relationship and common ownership in a company, you have to have

the same interests in mind all along. And if we had an investor

who was opposed to job creation and we were actively looking to

grow our workforce, it causes tension in terms of where you are

going to go and what you are going to do.

Mr. WHEELER. And it makes the point that if the SBA’s programs are supposed to bridge the gap, fill a need, that the private

sector is not doing it. Even though they are doing good things, they

are doing other things, and therefore, without this, there would not

be——

Mr. HARMEYER. There is no question in my mind that the statistics that Dr. Sohl put forth—I have never seen these before, but it

absolutely typifies the experience that I have seen out there, is that

there is this capital gap.

I mean, we want a startup, but we are not—we may do a Series

B someday with a private equity firm of a much larger round, and

that is certainly something we will consider, but we were not ready

for that. And there is this gap—a shortage of companies willing to

invest at that time.

Mr. WHEELER. Thank you.

Dr. Rubin.

Dr. RUBIN. I just had one quick comment as a follow-up to what

Mr. Harmeyer said.

I think if you look at the companies that have received New Markets Venture Capital money, I do not know the exact number, but

it is well over half that have actually moved into a low-income

area, which is great for developing those areas.

I think where the problem has, for me—is, in terms of targeting,

and why I support some modification is you cannot move a manufacturing concern 100 percent of the time. What it pushes the

funds to do is technology and some manufacturing that is easier to

move. But if you have a company that is larger and that really has

a reason why the facilities cannot be moved at that time, it precludes those investments.

So I think it is really great to be able to move those firms that

you can to where they can really have a great economic impact, but

it is nice to have that flexibility too for when you cannot do that

32

to invest in manufacturing, which is what you are trying to do with

this legislation.

Mr. WHEELER. You are speaking to the change in the legislation

that we would line the program with the New Markets Tax Credit

so that you could hit not only geographies but targeted

populations——

Dr. RUBIN. Right. Right.

Mr. WHEELER [continuing]. To a certain extent.

Dr. RUBIN. Right.

Mr. HARMEYER. I would like to comment on that.

It is a good point, and I do not know the specifics of what you

guys are talking about from a legislation standpoint, but we literally were on the border of whether we qualified or not—literally

on the street block border of whether we qualified or not and, in

moving—two things. One, we were not sharp. First we had to do

some research. It would have been unfortunate if we did not qualify, because it was such a natural fit.

Two, in moving, it did very much limit us to—we ended up in

a good place, but it very much limited our ability to look at alternatives. And so I think there probably is—it does provide some limitations that may be taxing at times and constricting.

Mr. WHEELER. But you are in a HUBZone?

Mr. HARMEYER. Yes, we are.

Mr. WHEELER. That is going to make Senator Bond very happy,

since he is the father of the HUBZone Program.

Mr. MONCRIEF. As a matter of fact, Kevin, every one of our investments are in a HUBZone.

Mr. WHEELER. I’m sorry he’s not here. It would be very popular.

SBA, would you like to make any comments just to summarize

what they said.

Mr. ROWE. There are a couple. We were just talking—looking at

this overnight, and all.

There are a number of just technical points we would raise with

you guys, because—trying to figure out, particularly under the

Operational Assistance Grants.

What we understand here is that this would set the amount at

10 percent of private capital or $1 million, whichever is less, and

remove the matching requirement.

But what it doesn’t do, and this goes to what Mr. Moncrief was

talking about, is that it does not change the 30 percent of capital

operational assistance from outside funds requirement.

Mr. WHEELER. I thought that we—are you saying that it is a

drafting error?

Mr. ROWE. Yes.

Mr. WHEELER. OK. Thank you.

Mr. ROWE. If that is what you are trying to do, it did not do that.

Mr. MONCRIEF. He is exactly right.

Mr. WHEELER. Thank you. We will change that. I am happy that

you support it.

Mr. ROWE. Just pointing that out to you.

One of the other issues that we just noted with the small manufacturer participation agreements, the only concern we have on

something like that is locking a fund into a participation agreement that might limit their, one, opportunity to invest outside that

33

area of, say, small manufacturers, and two, because it might limit

their diversity, you know, limit their liability. So we always have

a concern with that.

That being said, we do not have a problem with the idea that

small manufacturing businesses in particular should be a target. I

don’t know whether that is better served as a larger

programmatical, in some sense, rather than an individualized——

Mr. WHEELER. Make it a goal? I see.

Mr. ROWE. Rather than individualized to particular funds and

particular participation agreements.

Mr. WHEELER. Well, John Kerry mentioned this in his opening

statement, and he is concerned about that, too. And I think that

is why the language differs from the House side in the sense that

it says, ‘‘To the extent practicable.’’ I think that is in there.

And then there is also a construction qualifier. But maybe doing

it as a goal is a better way to approach it. Congresswoman Moore

felt very strongly about it, because in Wisconsin they have been

bleeding manufacturing jobs, and so they were trying to use this

as a tool.

Mr. ROWE. Absolutely. And the only other thing is when we were

looking at the change from low-income geographic area—this might

create an administrative problem for the Agency, just simply because the programs that we have now help us geocode New Markets Venture Capital firms, and we are not sure whether we can

make it work this way, but that would be an administrative burden

for us rather than anything else.

Mr. WHEELER. If you want to put the money in your budget we

will support it for you to be able to afford that.

Mr. ROWE. The whole thing is we were thinking, we are not even

sure you can make a computer program that will tell you that.

Mr. WHEELER. But if we can do it for the New Markets Venture

Capital Program, can it not be possible—and they are doing it for

RBIC, too.

Mr. ROWE. Honestly, they have a whole licensing division at

Treasury that does New Markets Tax Credits. So I do not know

how they do that.

Mr. WHEELER. OK.

Mr. ROWE. That’s the only other thing, is linking to New Markets

Tax Credits—you will have to ask the Treasury folks what sort of

budget impact they think that would have expanding it.

The only other thing I would point out, and maybe Ray can

speak out to this a little better, the timing on a New Markets Tax

Credit is, as I understand it, 7 years, and I do not know how that

matches up with the life cycle of a fund and whether that affects

its utility at all.

Mr. WHEELER. Would anybody from the industry like——

Mr. TESDELL. Sure.

I mean, you are absolutely right. There are other difficulties with

making these two programs work, but this was one that we

thought was a simple fix, and I think it has other benefits, as Dr.

Rubin mentioned.

So it seemed like a good time to do this.

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Mr. WHEELER. Right, because it is more attractive to the investors, it makes it simpler, also, you get to those targeted populations

where it is needed.

So those benefits outweigh the possible out-of-sync fund of a tenure fund versus a 7-year credit, right?

Mr. TESDELL. Those are other issues that we will have to deal

with other Committees, and so forth, but bringing the market area

definitions together seemed like a good step.

As to the administrative burden of doing this, the New Markets

Venture Capital Program does it, the CDFI Program does it. At

least this work has been done by other agencies that you folks will

be able to piggyback on.

Mr. WHEELER. Can you answer just one question, because some

people are concerned about adding targeted populations.

Why is it important to also reach the targeted populations and

not just the geographic area? What is the justification for that?

Mr. TESDELL. Sure. Just on a very broad level, there are low-income people who need jobs that do not necessarily live in particular

census tracts. So this addresses that issue.

Mr. WHEELER. Or the businesses that could provide the jobs to

those people that need it that are not necessarily located there.

Mr. TESDELL. Yes. Yes, I am sorry. That is correct. You said it

better than I did.

Dr. RUBIN. There is another issue, which is that census track

designation changes every census, and 10 years is a really long

time. So fund managers I spoke with highlighted that, when they

were looking at the geography, it had a completely different qualification than when they actually started making investments because things changed on the ground. And there might have been

a lot of eligible areas at the time that they were putting a fund together, and by the time that they actually started investing, that

eligibility lapsed, because the new census came through, and suddenly they were not eligible.

So it is just a very blunt instrument with which to target. And

sometimes it works great. Sometimes the company is in the right

place and it works wonderfully, but it just does not always work.

Mr. WHEELER. OK.

Mr. MONCRIEF. One comment about the geography, as well.

Tier One is a classic example of just that point. I am the only

New Markets Venture Fund that used the New Markets Tax Credit

to partially capitalize the regulatory capital.

And consequently, I have multiple tests when I do a deal. I

mean, I have a lot of tests. One of which is the geography.

In this particular case, to Tee’s point, the New Markets Venture

Capital piece recognized Greg’s address as a qualified area. On the

other hand, the New Markets Tax Credit geo-plotting software said

it was an ineligible census track.

And so consequently, I had to make the decision, and I was able

to do some investment outside the NMTC area and consequently

made the investment regardless.

So there are a lot of incongruencies just in the base definition of

what the geography is. And you are right, there are many times

a situation where we get investment on a company that is sitting

35

on a corner, and the people that are going to work in it are across

the street, and we cannot make an investment.

Mr. WHEELER. But Greg qualified because of the HUBZone piece,

which is separate than those tracts that are created in the definition. And the Committee intends to preserve the HUBZones, the

Empowerment Zones, and the Community Reinvestment——

Mr. MONCRIEF. For the venture capital piece?

Mr. WHEELER. For qualified areas. The Committee intends to

keep that.

Mr. MONCRIEF. Absolutely.

Mr. WHEELER. So while you said that it was not—he would not

have been an eligible investment by the tax credit.

Mr. MONCRIEF. That’s correct.

Mr. WHEELER. If we adopted the tax credit, my fear is that you

are telling us that now we could not make the investment, but I

am saying the part that made him eligible—he would still be eligible. We are preserving that.

Mr. MONCRIEF. Yes.

Mr. WHEELER. So we are simplifying it. We are getting the advantage of simplifying it by lining it up with the tax credit, but we

are preserving those pieces that capture—we are preserving those

eligibility requirements that captured Greg’s company.

Mr. MONCRIEF. Yes.

Mr. TESDELL. Just to add a couple of other points. One is that

I understand in many rural areas, you have very large—geographically large census tracts that often combine very low income areas

with higher income areas.

So for example, in Maine, along the coast, you may have a number of high-income people along the water. You move in 10 miles

inland and you have very low-income areas.

You combine those two together, and that is not a low-income

census track, even though you have pockets of poverty elsewhere.

So that’s an important issue.

And then also, just to reassure everybody here, the process that

a fund has to go to satisfy the regulatory requirements approving

that you are—it is sort of the flip side of your administrative burden. There is a big burden on the fund. Funds generally are not

going to do this unless they are sort of mission-driven community

development venture capital funds.

Not a lot of them are doing this in CDFI or New Markets Tax

Credit. So this is not some big loophole that someone is going to

drive a big truck through. It is actually a small opening for very

mission-driven funds to do what they need to be doing in communities.

Mr. WHEELER. Matthew, did you have any questions?

Can we also talk about the legislation—there is a provision that

would create an office within the SBA’s investment division that focused strictly—it is a New Markets Venture Capital office, and it

would have a director who is not a political appointee. And it is in

the bill because we have heard concerns over the years that there

have not been the resources dedicated to this office.

And I wondered if anyone here could explain to us why they see

the need for this office, or if SBA wants to comment—you don’t

need to, but if you want to say you would not like it.

36

Mr. ROWE. I think the only comment I would have is that as long

as there is a program there is going to be an office. I would definitely say we have a problem with it being senior executive service,

simply because there are a limited number of those positions in the

agency by OPM rules.

And GS-15, 14, something like that, but SES is—people like

Mike——

Mr. WHEELER. OK. But you are OK that it is not political.

Mr. ROWE. Yes. I mean, we are not going to worry about that.

Mr. HAGER. I guess the issue—would be interested in the issues

driving that, that recommendation.

Mr. WHEELER. For instance, where do the funds go now in the

SBA when they have questions or if somebody is overseeing them.

Who do they talk to at the agency? How many people are overseeing this?

Mr. MONCRIEF. There is one individual. I guess Harry can answer that.

Mr. HASKINS. We have one individual working directly on the

program. That individual reports to me.

Mr. WHEELER. And is one person really sufficient to oversee and

manage six funds, particularly if the intention of this legislation is

to grow as many as 20 more?

Mr. HASKINS. I think, if this program were to grow, the answer

is no, one individual would not be sufficient.

We are trying to develop some redundancy within the office to

deal with the issues, such as if the employee were to leave or go

on vacation or what have you.

As a practical matter, we also administer the SBIC Program and

the individual analysts within the SBIC Program may well handle

25 to 30 funds.

So we are not sure there is a workload imbalance on a relative

basis between the two programs.

Mr. MONCRIEF. The one thing that does beg to be commented

about is the uniqueness of the New Markets Venture Capital Program versus the traditional SBIC debenture program.

Things, for example, the approval cycle of the operational assistance.

The individual that reports to Harry does an analysis, an in

depth analysis and comments back on his approval of an operational assistance program. And I don’t know what redundancy is

in the investment division for that, but those are extraordinarily

important to be delivered on a timely basis.

And so, having someone that is truly knowledgeable about the

New Markets Venture Capital Program is extraordinarily important.

Mr. WHEELER. Well, I think it is important to have the institutional knowledge there. And it is a specialized program. So I think

that is a very good point about having a backup. I am glad SBA

is looking to put that in place. I think it is a very important protection.

In general, is SBA supportive of reauthorizing the New Markets

Venture Capital Program?

Mr. HAGER. You know, it is still in its harvesting stage. We need

to make sure that we continue to monitor it. We are really pretty

37

early in the program right now, but so far, we have no reason to

believe it is not a very good program, and we like what we see so

far.

Mr. WHEELER. Have you been able to, Mike, visit any of the New

Markets Venture Capital companies that they have invested?

Mr. HAGER. I have not physically been in any of those six. It is

something that I would like to do.

When you stack up all the other things that we have going on

right now, it—that is a good idea.

Mr. WHEELER. And has the administrator been able to visit any

of the companies like Greg’s?

Mr. HAGER. I don’t know.

Mr. WHEELER. We just think it is important because, while the

current administrator is very supportive of investments in these

areas, it was very hard to get this program implemented and the

Committee had a lot of struggles.

And so our concern is that there was lack of support, even

though no one was really going out to see what these funds were

accomplishing.

Mr. HAGER. I will make this easy. I will commit to do that soon.

Mr. MONCRIEF. Let me be the first to invite you.

[Simultaneous discussion.]

Mr. HASKINS. The analyst working on the program has visited

some of the portfolio companies.

Mr. WHEELER. Oh, good.

Mr. HASKINS. And we have an examiner that has also visited

both the funds and the companies as well. So we have not completely forgotten.

Dr. RUBIN. And the assessment I am doing is for the SBA. So

they are very supportive of that.

Mr. BERGER. I have one more question for SBA.

But does SBA have an issue with changing?

I know, Tee, you gave us a technical correction on the Operational Assistance Grant piece, to remove the 30 percent, which I

think you were spot on about, but does SBA have an issue with

changing the Operational Assistance Grant formula to more align

with the RBIC formula.

Mr. ROWE. Honestly, we realized, as Ray said, that is probably

the biggest hurdle that a New Markets fund has.

You know, when the licensing occurred and we had the conditional licenses and they raised their private capital, that was where

everybody was scrambling to get things done to get their final license.

So I couldn’t give you a categorical yes, but obviously it appears

that, if we looked back at lessons learned, that is—it is pretty

pointless to have a program with a hurdle that is almost impossible

to overcome.

Mr. WHEELER. Thank you.

Kerwin.

Mr. TESDELL. If I could just follow on from that. Thanks very

much.

Just sort of big picture, the public policy interest is to get experienced venture capitalists to do venture capital in these areas where

they are not currently doing it. And without operational assistance,

38

or if the Operational Assistance Program is too difficult to use, that

incentive goes away.

Otherwise, why not just—not just—why not start an SBIC in

these areas?

If you want to provide incentive, it is the operational assistance

that does that. If operational assistance does not work, you do not

have incentive.

Mr. WHEELER. So we can build capacity.

Mr. TESDELL. Right. So this is absolutely key to the program.

Mr. WHEELER. And there was a component of this when this

issue came up in 1999. The late Senator Wellstone had a provision

that was specifically for capacity building.

Mr. TESDELL. Yes.

Mr. WHEELER. So while that didn’t get adopted, unfortunately, I

think it shows the importance of why we should keep the grant, so

that you can spawn more.

Mr. TESDELL. Yes.

Mr. WHEELER. You know, may I ask one other question of SBA?

Ray piggybacked on what Lee was saying about changing the 20

percent maximum investment in a fund. Does that limitation also

apply to the New Markets Venture Capital Funds?

Mr. HASKINS. It does.

Mr. WHEELER. It does. OK.

Are there any more comments that anyone would like to make

before we wrap up the roundtable?

Mr. FERREIRA. My name is David Ferreira, Director of Government Affairs at the Hispanic Chamber of Commerce.

We are an organization. We have over 250 affiliates—chambers,

locally, and our members of our chambers amount to less than half

a million. We try to represent over 2 million Hispanic-owned businesses nationwide.

Obviously, our perspective is we suspect similar to the Black

Chamber of Commerce: One of looking from the outside in. So obviously, our encouragement would be to find ways to educate and

promote. And obviously promotion is not always equal, and not all

forms of promotion are equal.

We would like outreach that is genuine and can lead to actual

minority-owned SBICs. We are unaware of any Hispanic-owned

SBICs. I am not saying that there are not any. And we believe

some of the issues, whether they are by construct.

We believe that those some of these issues, whether by construct,

assigned coin, sit-ins, outreach, education—we believe that those

issues should be addressed towards trying to—lead to at least a

minimal number that is more representative of our minority business community.

Mr. WHEELER. And the Committee is concerned about that, too.

We talked a little earlier about that. To the businesses that got

the SBIC and the New Markets Venture Capital Funds, how did

you find out about the programs?

Mr. HARMEYER. I’ll answer.

There is an organization in the State of Kentucky that manages

some of the grants on behalf of the State of Kentucky. And they

do a good job of staying attuned to all the investors throughout the

State. And so they did the introduction for us.

39

But I will quickly add to that marketing and promoting these

things is very much needed, because I do not know how many

small business owners I talk to who do not know about programs

like this and where to go.

Mr. WHEELER. So you don’t think it was just luck that you stumbled upon them? You knew to go to this State resource and ask

them to do the matchmaking or help you identify sources?

Mr. HARMEYER. Well, we invested quite a bit of time in networking with those organizations, and it is a big investment of

time.

So our relationship with that organization in the State was probably directly attributable to this, but most small businesses probably cannot afford to do that or do not do it or whatever the case

may be.

It is hard to make the connections. There is no question.

Mr. WHEELER. So how would somebody promote it? What do you

think would be an effective way for the SBA to increase outreach

and make people aware of them?

Mr. HARMEYER. That is a good question. I suspect doing more

through the local chamber of commerce organizations, because that

is one area that small businesses do stay pretty connected to, to

make sure that people understand what the programs are, why

they are valuable, who they are fit for.

I mean, a lot of this, for small business owners raising capital

for the first time—there is a lot to learn, and to understand all the

differences—and so I think just trying to simplify it and try and

educate people in simple terms on what the options are and why

these programs exist and who they are suited for I think is helpful.

Mr. WHEELER. For instance, we found an issue in Massachusetts

where—when we started dealing with the Hispanic business owners—they were not going to go through the universities. They were

really networking through their churches. And they were telling us,

please—sometimes the university campuses are not in the right location for us.

There is not a trust factor there. And so you need to find a way

for separation of church and state somehow to do outreach and

build awareness through that.

That was just in Massachusetts, but that speaks to your issue

that they were—we weren’t really looking at the issue of who we

were trying to reach. We just had one way of trying to advertise

it.

And this is not a criticism of SBA. It is something that we are

all struggling with of how to—if we believe that these programs

serve a purpose, how do we make sure that more people know

about them.

And so possibly that is one way that chambers of commerce—Ed,

how did you find out about it?

Mr. TIERNEY. Well, we had an associate, too, that was familiar

with the program and had reached out.

But I would emphasize again what Mr. Harmeyer said, that we

are small businesses, and there is a tremendous amount of multiple hat-wearing and responsibility at every level in senior management.

40

And it is difficult to invest the time and to reach out and to

search out—and for somebody who has not been through the process of a capital partner, it is a tremendously demanding learning

experience.

So I can imagine for people trying to access this without that

previous knowledge can be tremendously difficult. and I would suspect through chambers of commerce or the like, or something similar, community-based, would enhance the chances that somebody

might find out about these programs.

Mr. WHEELER. Does SBA have tutorials on how venture capital

works for companies and what they should be looking for?

Mr. HASKINS. I believe, on the web page, there are tutorials on

securing financing, an element of which is addressing the venture

capital industry.

How helpful it is, I really don’t know.

Mr. WHEELER. Because Greg had mentioned how important the

relationship is and just how difficult it is to find that match.

It is not just about money, but there are other elements that you

should be looking for.

Mr. HARMEYER. No question. No question about that.

One other question would, I think—most communities, or many

communities, certainly in our region. I suspect it is true across the

country—have incubators of different sorts, and strengthening the

connections of these programs to these incubators, I mean, that is

one place that small businesses who really think they are going to

grow will start in terms of looking, because they have heard about

this and so that is one are that they can get educated through.

Mr. WHEELER. OK.

Mr. HARMEYER. I don’t know what is being done.

Mr. WHEELER. The Hispanic Chamber just mentioned the need

for more licenses to go to, say, Hispanics. We have been concerned

about it. We talked about them getting access, but we need to talk

about access for women.

Dr. Sohl, you just completed a study on women in venture capital. What were the findings there?

Dr. SOHL. Actually, women in SEED state capital. There was not

much venture capital because they do not do SEED. But it did include some SBIC fundings and did include Angels.

And it turns out—and it was interesting from some of the comments. When women got in front of investors, they did quite well.

In fact, they did better than their male counterparts. The problem

was getting them in front of the women.

So I think it is the same issue as you said, trying to draw out—

these are sources of capital that you should consider applying for

and/or actually following through, because we measured this seek

and yield rate.

If you are looking, they were actually yielding quite well, but

they just were not looking at the high levels. So I think there is

this big information gap that is floating around.

One possibility—most States have SBDC offices, too, right? I

mean, that’s another one. And plus the State’s securities offices.

Businesses have to register somewhere. Usually that is another

stop gap. Those are two places I know.

41

I know—I am actually on the board of a double bottom line fund,

and we deal with that information through the State securities offices and the SBDCs. And those are in place already.

Mr. WHEELER. OK. Thank you.

Any other comments before we wrap it up?

Just one last word, if anyone has any technical changes, please

let us know. We do plan to mark this bill up at 10:00 a.m. on Tuesday, and we want it to be as good as it can.

Thank you.

[Whereupon, at 12:16 p.m., the roundtable was adjourned.]

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