This document summarizes key terms related to venture capital term sheets. It discusses the purpose of a term sheet, common instruments used in financings like preferred shares and convertible notes, liquidation preferences, rights that investors obtain like affirmative rights and board seats, founder vesting schedules, and other terms like anti-dilution, valuation methods for convertible notes, and more. The document provides examples to illustrate concepts like liquidation preferences and anti-dilution calculations.
Venture Capital Unlocked (Stanford) / Venture Capital 2.0Dave McClure
slides for my "Venture Capital 2.0" opening talk at Stanford School Continuing Studies, VC101 class "Venture Capital Unlocked" #VCunlocked #500startups
How to define and position your VC brand to attract funding and dealflow.
* note: more recent updated version below:
https://www.slideshare.net/dmc500hats/branding-strategies-for-better-dealflow-and-fundraising-aka-the-helpful-vc
Entrepreneurs need to put a value on their start-ups in order to raise money, and investors need to put a value on their investments to ensure an adequate return on investment. No negotiating item between entrepreneur and investor creates a wider gulf than this one. The two parties may agree on every other point but will have diametrically opposing views on what the start-up is worth and how much equity the investor should receive in exchange for his capital.
Valuation is challenging for a start-up. Since young businesses take time to become profitable, the trick of valuing start-ups is to focus on the future. If you want your start-up to be a masterpiece, you’ll need to use the right side of your brain as much as your left to determine value.
Is business valuation art or science? Is it possible to place a credible valuation on a Start-up? What is Pre-money valuation? What is Post-money valuation? How much your company worth? Are you really worth anything until you’re profitable? How to value your start-up for a VC? What are the Start-up valuation methods?
Irish Technology Capital-European Technology Venture Fund - John Hartnett - S...Burton Lee
Presentation by John Hartnett, Irish Technology Capital, about the new venture Fund that he is raising in Ireland and Silicon Valley, aimed at the Irish and European hitech startups marketplace. Stanford Engineering, January 4 2010. Program Director and Course Instructor Dr. Burton Lee. Homepage: http://me421.stanford.edu
Venture Capital Unlocked (Stanford) / Venture Capital 2.0Dave McClure
slides for my "Venture Capital 2.0" opening talk at Stanford School Continuing Studies, VC101 class "Venture Capital Unlocked" #VCunlocked #500startups
How to define and position your VC brand to attract funding and dealflow.
* note: more recent updated version below:
https://www.slideshare.net/dmc500hats/branding-strategies-for-better-dealflow-and-fundraising-aka-the-helpful-vc
Entrepreneurs need to put a value on their start-ups in order to raise money, and investors need to put a value on their investments to ensure an adequate return on investment. No negotiating item between entrepreneur and investor creates a wider gulf than this one. The two parties may agree on every other point but will have diametrically opposing views on what the start-up is worth and how much equity the investor should receive in exchange for his capital.
Valuation is challenging for a start-up. Since young businesses take time to become profitable, the trick of valuing start-ups is to focus on the future. If you want your start-up to be a masterpiece, you’ll need to use the right side of your brain as much as your left to determine value.
Is business valuation art or science? Is it possible to place a credible valuation on a Start-up? What is Pre-money valuation? What is Post-money valuation? How much your company worth? Are you really worth anything until you’re profitable? How to value your start-up for a VC? What are the Start-up valuation methods?
Irish Technology Capital-European Technology Venture Fund - John Hartnett - S...Burton Lee
Presentation by John Hartnett, Irish Technology Capital, about the new venture Fund that he is raising in Ireland and Silicon Valley, aimed at the Irish and European hitech startups marketplace. Stanford Engineering, January 4 2010. Program Director and Course Instructor Dr. Burton Lee. Homepage: http://me421.stanford.edu
"Introduction to 500 Startups" presentation will provide you a comprehensive overview of various activities that we do to promote startup ecosystem globally, discover best early stage companies and help them grow.
Session 9: This session was done as part of pi fellows programme by Manish Singhal to put some structure to the art of evaluating tech in deep tech startups
Startany.com. Remote Acceleration Program.
---------------------------------------------------------------
The Founder’s Guide to Early-Stage Valuation
Presented by Stephen R. Poland, co-founder 1x1 Media.
For many early-stage entrepreneurs assigning a valuation to your startup is one of the more intimidating tasks encountered during the fundraising quest. Based on the popular Founders’ Pocket Guide: Startup Valuation, this webinar provides a quick reference to all of the key topics around early-stage startup valuation and provides step-by- step examples for several valuation methods.
This webinar helps startup founders learn:
What a startup valuation is and when you need to start worrying about it.
Key terms and definitions associated with valuation, such as pre-money, post-money, and dilution.
How investors view the valuation task and what their expectations are for early-stage companies.
How the valuation fits with your target raise amount and resulting founder equity ownership.
How to do the simple math for calculating valuation percentages.
How to estimate your company valuation using several accepted methods.
Stephen R. Poland
Stephen R. Poland has worked with hundreds of startups and entrepreneurs, mentoring them on startup mechanics, funding plans, pitch decks, financial models, and due diligence documentation for the angel funding process.
Steve brings more than 20 years' experience in startups and entrepreneurship to his career. Leveraging leadership roles with the Walt Disney Company, MacMillan Publishing, and Bertelsmann, Steve co-founded startups in the digital music and on-demand media manufacturing sectors, as well an early days anti-virus product.
Along with being co-founder of 1x1 Media, Steve works as a venture growth advisor in Western North Carolina.
This talk explains the broad framework for deal evaluation. It was anchored by Roopan Aulakh for the pi fellows programme. Most of the talk was an actual case study which is not part of this presentation for confidentiality reasons.
Delivering Outstanding VC Results with DAUlu Ventures
Slides of guest lecture by Dr. Clint Korver, Partner, Ulu Ventures, at Stanford University's class Professional Decision Analysis (MS&E 352) on Feb 27, 2018
Primer on raising seed capital for first time and experienced startup founders and employees. In this slideshare, I provide insight into the following questions:
-What is seed capital?
-Why should I raise?
-What is the current state of the seed market.
-Who invets in startups?
-How do I prepare?
-What is the close process?
-What are some useful resources?
This deck outlines how venture capital works from the venture capital perspective from investment criteria, investment strategy, how deal flow works, and deal flow management.
WebSummit 2018 - 9 Secrets for Startup SuccessDavid Skok
Lean Startup taught the world how to find product/market fit, but in the B2B world that isn’t enough. B2B founders must then find a way to build repeatable, scalable and profitable growth before they are ready to step on the accelerator and grow at high speed. In this talk, five-time serial entrepreneur and author of the ForEntrepreneurs blog, David Skok, breaks this journey down into 9 distinct stages and explains the playbook at each stage. Warning: trying to force growth by skipping a step is the number one mistake entrepreneurs make, and it is often fatal.
Weekend Fund 3.0 - VC Pitch Deck ExamplesPitch Decks
Weekend Fund is a two-person team: Ryan Hoover (founder of Product Hunt) and Vedika Jain writing $100k-300k checks into early-stage startups around the world across consumer and B2B.
After raising an initial $3M angel fund in 2017, then a $10M early-stage fund in 2019, Weekend Fund used this pitch deck to raise a $21M Fund "3.0" in 2022.
Weekend Fund is backed by notable LPs like Naval Ravikant, Troy Carter, Marc Andreessen, Chris Dixon, Suzy Ryoo, Miyuki Matsumoto, Kevin Rose, Chris & Crystal Sacca. They have funded startups like Intercom, Faze Clan, Deel, VoiceFlow & more.
VC Bootcamp By DFJ Gotham Ventures and Wilson Sonsini Goodrich & RosatiMark Davis
Slides from the Venture Capital Bootcamp event hosted by DFJ Gotham Ventures and Wilson Sonsini Goodrich & Rosati at Columbia University on June 3, 2009. A video of the 3 hour event is available at www.dfjgotham.com.
Decision Analysis in Venture Capital workshop for Stanford Angels and Entrepr...Ulu Ventures
This is a workshop given for Stanford Angels and Entrepreneurs India on Jul 10, 2018 at Nexus Venture Partners, Bangalore. The video for this talk is at: https://vimeo.com/279467353
RiseUp redefines the way parents & coaches interact and prepare, develop and promote our youth for tomorrow's challenges. With our innovative use of cognitive, semantic and web technologies we provide the best available tools for personal development, coaching and recruiting anywhere.
RiseUp is currently in the process of raising it's seed round to complete its product development, launch program and a series of field marketing events.
Restructuring in corporate businesses, its strategic forms & financing methods are interpreted. The basic forms are highlighted using a suitable example & the control, or transfer of finances as well the raising of the equity capital in business environment.
"Introduction to 500 Startups" presentation will provide you a comprehensive overview of various activities that we do to promote startup ecosystem globally, discover best early stage companies and help them grow.
Session 9: This session was done as part of pi fellows programme by Manish Singhal to put some structure to the art of evaluating tech in deep tech startups
Startany.com. Remote Acceleration Program.
---------------------------------------------------------------
The Founder’s Guide to Early-Stage Valuation
Presented by Stephen R. Poland, co-founder 1x1 Media.
For many early-stage entrepreneurs assigning a valuation to your startup is one of the more intimidating tasks encountered during the fundraising quest. Based on the popular Founders’ Pocket Guide: Startup Valuation, this webinar provides a quick reference to all of the key topics around early-stage startup valuation and provides step-by- step examples for several valuation methods.
This webinar helps startup founders learn:
What a startup valuation is and when you need to start worrying about it.
Key terms and definitions associated with valuation, such as pre-money, post-money, and dilution.
How investors view the valuation task and what their expectations are for early-stage companies.
How the valuation fits with your target raise amount and resulting founder equity ownership.
How to do the simple math for calculating valuation percentages.
How to estimate your company valuation using several accepted methods.
Stephen R. Poland
Stephen R. Poland has worked with hundreds of startups and entrepreneurs, mentoring them on startup mechanics, funding plans, pitch decks, financial models, and due diligence documentation for the angel funding process.
Steve brings more than 20 years' experience in startups and entrepreneurship to his career. Leveraging leadership roles with the Walt Disney Company, MacMillan Publishing, and Bertelsmann, Steve co-founded startups in the digital music and on-demand media manufacturing sectors, as well an early days anti-virus product.
Along with being co-founder of 1x1 Media, Steve works as a venture growth advisor in Western North Carolina.
This talk explains the broad framework for deal evaluation. It was anchored by Roopan Aulakh for the pi fellows programme. Most of the talk was an actual case study which is not part of this presentation for confidentiality reasons.
Delivering Outstanding VC Results with DAUlu Ventures
Slides of guest lecture by Dr. Clint Korver, Partner, Ulu Ventures, at Stanford University's class Professional Decision Analysis (MS&E 352) on Feb 27, 2018
Primer on raising seed capital for first time and experienced startup founders and employees. In this slideshare, I provide insight into the following questions:
-What is seed capital?
-Why should I raise?
-What is the current state of the seed market.
-Who invets in startups?
-How do I prepare?
-What is the close process?
-What are some useful resources?
This deck outlines how venture capital works from the venture capital perspective from investment criteria, investment strategy, how deal flow works, and deal flow management.
WebSummit 2018 - 9 Secrets for Startup SuccessDavid Skok
Lean Startup taught the world how to find product/market fit, but in the B2B world that isn’t enough. B2B founders must then find a way to build repeatable, scalable and profitable growth before they are ready to step on the accelerator and grow at high speed. In this talk, five-time serial entrepreneur and author of the ForEntrepreneurs blog, David Skok, breaks this journey down into 9 distinct stages and explains the playbook at each stage. Warning: trying to force growth by skipping a step is the number one mistake entrepreneurs make, and it is often fatal.
Weekend Fund 3.0 - VC Pitch Deck ExamplesPitch Decks
Weekend Fund is a two-person team: Ryan Hoover (founder of Product Hunt) and Vedika Jain writing $100k-300k checks into early-stage startups around the world across consumer and B2B.
After raising an initial $3M angel fund in 2017, then a $10M early-stage fund in 2019, Weekend Fund used this pitch deck to raise a $21M Fund "3.0" in 2022.
Weekend Fund is backed by notable LPs like Naval Ravikant, Troy Carter, Marc Andreessen, Chris Dixon, Suzy Ryoo, Miyuki Matsumoto, Kevin Rose, Chris & Crystal Sacca. They have funded startups like Intercom, Faze Clan, Deel, VoiceFlow & more.
VC Bootcamp By DFJ Gotham Ventures and Wilson Sonsini Goodrich & RosatiMark Davis
Slides from the Venture Capital Bootcamp event hosted by DFJ Gotham Ventures and Wilson Sonsini Goodrich & Rosati at Columbia University on June 3, 2009. A video of the 3 hour event is available at www.dfjgotham.com.
Decision Analysis in Venture Capital workshop for Stanford Angels and Entrepr...Ulu Ventures
This is a workshop given for Stanford Angels and Entrepreneurs India on Jul 10, 2018 at Nexus Venture Partners, Bangalore. The video for this talk is at: https://vimeo.com/279467353
RiseUp redefines the way parents & coaches interact and prepare, develop and promote our youth for tomorrow's challenges. With our innovative use of cognitive, semantic and web technologies we provide the best available tools for personal development, coaching and recruiting anywhere.
RiseUp is currently in the process of raising it's seed round to complete its product development, launch program and a series of field marketing events.
Restructuring in corporate businesses, its strategic forms & financing methods are interpreted. The basic forms are highlighted using a suitable example & the control, or transfer of finances as well the raising of the equity capital in business environment.
This presentation, from the Invest for the Future Conference on January 25, 2011, aims to help women entrepreneurs increase access to finance for their business by explaining Private Equity (PE) in easy to understand terms.
The presentation discusses what PE is, how it can be used to finance or start up your business, and what to expect in a base-case PE deal.
Thanks,
IFTF Team
Startups and emerging companies must understand their capitalization (cap) table. Learn how to create, change and use one from the lawyers at Fredrikson & Byron
Knowing how to create, read and explain a cap table is a must for startups, entrepreneurs and emerging companies. Learn from the SURGE lawyers at Fredrikson & Byron
Slides and notes from the MaRS Startup Investor Workshop. The event took place on September 30th, 2016 and featured Mark Skapinker and Sophie Forest from Brightspark, David Shore from OurCrowd.
Startups, quasi capital, venture capital fund (VCF), fund of funds, Regulation & funding, STARTUPS INDIA, Stand Up India, Company Law, LLP Act, MCA, FEMA
Ritesh Banglani takes us through some of the hard decisions a VC has to make on a day to day basis. This session was done for the pi fellows 2020 programme
Session 8 of the pi fellows programme covers various aspects of evaluating products from a venture investment perspective. Session was conducted by Shamik Sharma, Venture Partner @ pi Ventures and GM @ Cult Gear
Deal sourcing is the first step towards an investment process in Venture Capital. Pratim Pathak from pi Ventures walks through the learnings developed on how to source effectively and strategically as a part of the pi fellows program.
Some thoughts on how to view your business in the market place and thereby evolve your strategy of handling potential risks and creating appropriate marketing pitch.
Textile Chemical Brochure - Tradeasia (1).pdfjeffmilton96
Explore Tradeasia’s brochure for eco-friendly textile chemicals. Enhance your textile production with high-quality, sustainable solutions for superior fabric quality.
Explore Sarasota Collection's exquisite and long-lasting dining table sets and chairs in Sarasota. Elevate your dining experience with our high-quality collection!
When listening about building new Ventures, Marketplaces ideas are something very frequent. On this session we will discuss reasons why you should stay away from it :P , by sharing real stories and misconceptions around them. If you still insist to go for it however, you will at least get an idea of the important and critical strategies to optimize for success like Product, Business Development & Marketing, Operations :)
Reflect Festival Limassol May 2024.
Michael Economou is an Entrepreneur, with Business & Technology foundations and a passion for Innovation. He is working with his team to launch a new venture – Exyde, an AI powered booking platform for Activities & Experiences, aspiring to revolutionize the way we travel and experience the world. Michael has extensive entrepreneurial experience as the co-founder of Ideas2life, AtYourService as well as Foody, an online delivery platform and one of the most prominent ventures in Cyprus’ digital landscape, acquired by Delivery Hero group in 2019. This journey & experience marks a vast expertise in building and scaling marketplaces, enhancing everyday life through technology and making meaningful impact on local communities, which is what Michael and his team are pursuing doing once more with Exyde www.goExyde.com
How to Build a Diversified Investment Portfolio.pdfTrims Creators
Building a diversified investment portfolio is a fundamental strategy to manage risk and optimize returns. For both novice and experienced investors, diversification offers a pathway to a more stable and resilient financial future. Here’s an in-depth guide on how to create and maintain a well-diversified investment portfolio.
Best Crypto Marketing Ideas to Lead Your Project to SuccessIntelisync
In this comprehensive slideshow presentation, we delve into the intricacies of crypto marketing, offering invaluable insights and strategies to propel your project to success in the dynamic cryptocurrency landscape. From understanding market trends to building a robust brand identity, engaging with influencers, and analyzing performance metrics, we cover all aspects essential for effective marketing in the crypto space.
Also Intelisync, our cutting-edge service designed to streamline and optimize your marketing efforts, leveraging data-driven insights and innovative strategies to drive growth and visibility for your project.
With a data-driven approach, transparent communication, and a commitment to excellence, InteliSync is your trusted partner for driving meaningful impact in the fast-paced world of Web3. Contact us today to learn more and embark on a journey to crypto marketing mastery!
Ready to elevate your Web3 project to new heights? Contact InteliSync now and unleash the full potential of your crypto venture!
What You're Going to Learn
- How These 4 Leaks Force You To Work Longer And Harder in order to grow your income… improve just one of these and the impact could be life changing.
- How to SHUT DOWN the revolving door of Income Stagnation… you know, where new sales come into your magazine while at the same time existing sponsors exit.
- How to transform your magazine business by fixing the 4 “DON’Ts”...
#1 LEADS Don’t Book
#2 PROSPECTS Don’t Show
#3 PROSPECTS Don’t Buy
#4 CLIENTS Don’t Stay
- How to identify which leak to fix first so you get the biggest bang for your income.
- Get actionable strategies you can use right away to improve your bookings, sales and retention.
Salma Karina Hayat is Conscious Digital Transformation Leader at Kudos | Empowering SMEs via CRM & Digital Automation | Award-Winning Entrepreneur & Philanthropist | Education & Homelessness Advocate
1. Term Sheet Fundamentals May 2020
Backing Ventures in Deep Tech creating 10x differentiated businesses
Samik Rakshit
Head of Fund Operations, pi Ventures Twitter: @samik_rakshit
2. The Funding Process
Pitch to Investors Convinced? Term Sheet
Negotiation
concluded?
Due Diligence
- Financial DD
- Legal DD
SHA/ SSA
Ok?
Detailed
Terms
concluded?
Can
Issues be
fixed?
ClosureDrop
Yes
No
No
Re-negotiate
No
No Yes
Yes
No
Yes
Parallel process
Yes
3. What is Term Sheet?
Written document having the key terms and conditions of a potential deal
Deal between Founders & Investor/s
Dividing the upside and risk between the parties
Non- binding agreement. Binding to the extent of Non-shop &
Confidentiality
Gives road map for lawyers to draft Definitive agreements
4. Instruments
Promoters own
Equity/ Common shares
Investors own
Preferred shares (most common way of investment)
Convertible/ Optionally Convertible (Redeemable)
Participating/ Non-participating
Cumulative / Non-cumulative
Compulsory Convertible Notes/ Debts (CCN/D)
Preference shares
6. Eg.
₹10cr Ser A investment at ₹30cr pre-money. Company ends up selling for ₹100cr.
Particulars Principal return
Additional
Participation
Total Remarks (if any)
1X Non-
participating
Greater of
₹10cr or ₹25cr
(25% X ₹100cr)
- ₹25cr
Greater of pro-rata
return or principal
return
1X Participating
with 3X Cap
₹10cr
₹20cr
(25% of remaining
proceeds of ₹90cr upto
3X of total investment)
₹30cr
Limiting returns to 3X of
Investment
2X Participating ₹20cr
₹20cr
(25% of ₹80cr)
₹40cr
25% of the remaining
proceeds (₹100cr -
₹20cr)
Liquidation Preference Variants
Non -
Participating
(1X Non- Participating)
Capped
Participating
(1X Participating with 3X
Cap)
Uncapped
Participating
(2X Participating)
7. Eg.
₹10cr Ser A investment at ₹30cr pre-money. Company ends up selling for ₹100cr.
Particulars Principal return
Additional
Participation
Total Remarks (if any)
1X Non-
participating
Greater of
₹10cr or ₹25cr
(25% X ₹100cr)
- ₹25cr
Greater of pro-rata
return or principal
return
1X Participating
with 3X Cap
₹10cr
₹20cr
(25% of remaining
proceeds of ₹90cr upto
3X of total investment)
₹30cr
Limiting returns to 3X of
Investment
2X Participating ₹20cr
₹20cr
(25% of ₹80cr)
₹40cr
25% of the remaining
proceeds (₹100cr -
₹20cr)
Liquidation Preference Variants
Non -
Participating
(1X Non- Participating)
Capped
Participating
(1X Participating with 3X
Cap)
Uncapped
Participating
(2X Participating)
8. Affirmative Rights/ Board Rights
What?
Economic Rights
Operational Rights
How?
Hard negotiations
Protective provisions
Thresholds
9. Affirmative Rights/ Board Rights
What?
Economic Rights
Operational Rights
How?
Hard negotiations
Protective provisions
Thresholds
Change VC
terms
Creation of
more stock
Amendment
of AoA/ MoA
Issue senior
rights stock
Change in BoD
composition
M&A
Business pivot
Economic Rights (examples) Operational Rights (examples)
Appoint/
remove auditors
Incur Opex
beyond threshold
Related
party
transactions
Approve
annual budgets Change in
business
projectionsIncur Capex
beyond
threshold
10. Affirmative Rights/ Board Rights
What?
Economic Rights
Operational Rights
How?
Hard negotiations
Protective provisions
Thresholds
Change VC
terms
Creation of
more stock
Amendment
of AoA/ MoA
Issue senior
rights stock
Change in BoD
composition
M&A
Business pivot
Economic Rights (examples) Operational Rights (examples)
Appoint/
remove auditors
Incur Opex
beyond threshold
Related
party
transactions
Approve
annual budgets Change in
business
projectionsIncur Capex
beyond
threshold
Voting & Conversion
Preference shares on a “as if converted basis” have voting rights.
11. Other Rights
Drag Rights
Investors can force the sale of the company under certain conditions
Pre-emptive/ pro rata rights
Gives the existing investors the right to participate in subsequent rounds
ROFR/ ROFO
Preferred Stock holders get the first right to participate
Tag along/ co-sale rights
Management agrees not to sell their shares without giving investors a right
for pro-rata participation in sale
Note: Drag-along and tag-along rights typically end at an IPO, as they get replaced by security laws for public markets.
12. Founder Vesting
Typical Founder vesting curve
4 years vesting with 1 year cliff.
Post the cliff the shares are vested in periodic intervals
Pre-vesting of Founder Vesting at certain times
6.25%
13. Founder Vesting
Typical Founder vesting curve
4 years vesting with 1 year cliff.
Post the cliff the shares are vested in periodic intervals
Pre-vesting of Founder Vesting at certain times
6.25%
Cliff
Y1 Y2 Y3 Y4
Closing
date
25% vesting 50% vesting 75% vesting 100% vesting
31.25% 37.5% 43.75% 50%
56.25% 62.5% 68.75%
81.25% 87.5% 93.75% 100%
75%
Say a Founder had 40% shares as at Closing date. So after 18 months the founder will vest 15% shares (37.5% of 40% shares)
14. Founders Agreement
Equity Vesting
Founder Lock-in
Non - compete
IP assignment
Exit Terms
Scenario Vested Shares Unvested Shares
Resignation Remains with Founder Lapse
Retirement Remains with Founder Lapse
Death/ Incapacitation Remains with Founder Accelerated Vesting
Leave for Cause Lapse Lapse
M&A
Gets bought by the
company/ Acquirer
Depends on
Acquisition terms
Exit (typical) Terms
15. Founders Agreement
Equity Vesting
Founder Lock-in
Non - compete
IP assignment
Exit Terms
Scenario Vested Shares Unvested Shares
Resignation Remains with Founder Lapse
Retirement Remains with Founder Lapse
Death/ Incapacitation Remains with Founder Accelerated Vesting
Leave for Cause Lapse Lapse
M&A
Gets bought by the
company/ Acquirer
Depends on
Acquisition terms
Vesting during M&A - depends on acquisition terms
Exit (typical) Terms
Options
No accelerated vesting
Accelerated vesting
Single Trigger
Double Trigger
Merger of company
Acquiring company fires
the concerned person
16. Anti-Dilution
Protect Investors in down round investment
Broad based
- Fully diluted
- Current Outstanding +
Convertibles
Weighted AverageFull Ratchet
Narrow based
- Current outstanding
shares (equity + pref)
Anti-dilution
Weighted Average formula
NCP = OCP X ((CSO + CSP)/ (CSO + CSAP))
NCP = New Conversion Price
OCP = Old Conversion Price
CSO = Shares outstanding immediately prior to the new issue
CSP = Shares purchased if the round was not a down round (previous round pricing)
CSAP = Shares actually purchased because the round is down
17. Anti-Dilution - Example
Chronology of events
1. Outstanding shares with company is 600,000
2. Seed round - Investor 1 puts in $400k for 40%
3. Series A round - Investor 2 like to put in $500k for 50%
Solution:
Price for Seed Round per share = $1
Price for Series A round per share = $0.50
Full Ratchet:-
Particulars # shares %age Total value
Founders 6,00,000 60% $6,00,000
Investor 1 4,00,000 40% $4,00,000
Total 10,00,000 100% $10,00,000
CAP table post Seed Round
Weighted Average:-
Particulars # shares %age Total value
Founders 6,00,000 60% $6,00,000
Investor 1 4,00,000 40% $4,00,000
Total 10,00,000 100% $10,00,000
CAP table post Seed Round
Full Ratchet
Weighted Average
Particulars # shares %age Total value
Founders 6,00,000 10.00% $1,00,000
Investor 1 4,00,000
Anti-dilution (Full Ratchet) 20,00,010
sub-total Investor 1 24,00,010 40.00% $4,00,000 $0.17
Investor 2 30,00,012 50.00% $5,00,000
Total 60,00,022 100% $10,00,000
CAP table post Series A Round (after multiple iterations)
Particulars # shares %age Total value
Founders 6,00,000 25.38% $1,00,000
Investor 1 4,00,000
Anti-dilution (Weighted Avg) 1,81,818
sub-total Investor 1 5,81,818 24.62% $4,00,000 $0.69
Investor 2 11,81,818 50.00% $5,00,000
Total 23,63,636 100% $10,00,000
CAP table post Series A Round (after multiple iterations)
18. Convertible Note
Defer the valuation till next round of financing
Key Parameters
Max Valuation Cap
Discount
Lower Cap
3 Methods of Conversion:
Conversion Method Calculation Impact on Founders
Impact on CCD
Investors
Impact on VC
Pre-Money
Pre-money valuation of
company is fixed
Best Worst Worst
Percentage-Ownership
%age ownership of VC
is fixed
Worst Best Best
Dollars-invested
Post-money includes
nominal value of CCD
Middle Middle Middle
19. Few More Terms
Valuation
Post money valuation = pre-money valuation + Investment in the round
Tranching
Staggering the same round of investment. Usually milestone based investment.
ESOP
Part of the capital structure allocated for employees
Clawback
Chance to reclaim money or stock options already given to a founder or
employee
Legal & Due Diligence fees
Mostly all investors put the burden of legal fees on the entrepreneur. Can
negotiate some overall caps
20. For more information, write to
samik@piventures.in
*Thanks to Prof Shivaram from IIT Mumbai for the phrase
J AI HIND*