This document provides an overview of common terms in debt and equity term sheets. It discusses key terms related to valuation, security type, control, liquidation events, governance, and closing conditions. The most negotiated terms typically relate to valuation, type of security, board composition, financing thresholds, and anti-dilution provisions. The document is intended to outline the key concepts and terms that are generally included in term sheets for debt and equity financings.
Convertible notes are one of the most common ways investors invest in early-stage startups. And yet, even with their popularity, they are still quite confusing to many founders.
If you've looking for a greater understanding of convertible notes, check out this presentation from Kevin Smith from SEEDCHANGE (www.seedchange.com) and Gadiel Morantes from Early Growth Financial Services (www.egfs.co).
This presentation explores how convertible notes really work, including:
- Why convertible notes vs. shares of common or preferred stock
- Convertible note terms - and the terms that REALLY matter
- Conversion mechanics
- Valuation cap
- Safe alternatives to convertible notes
- and more....!
Pre-Series A Funding Vehicles ( Convertible Notes, SAFE, KISS, etc.)ideatoipo
Obtaining funding for early stage startups can be challenging. The array of funding options available to entrepreneurs can be confusing and fraught with pitfalls.
This presentation covers:
1) convertible notes
2) SAFE documents
3) KISS documents
and more!
Convertible notes are one of the most common ways investors invest in early-stage startups. And yet, even with their popularity, they are still quite confusing to many founders.
If you've looking for a greater understanding of convertible notes, check out this presentation from Kevin Smith from SEEDCHANGE (www.seedchange.com) and Gadiel Morantes from Early Growth Financial Services (www.egfs.co).
This presentation explores how convertible notes really work, including:
- Why convertible notes vs. shares of common or preferred stock
- Convertible note terms - and the terms that REALLY matter
- Conversion mechanics
- Valuation cap
- Safe alternatives to convertible notes
- and more....!
Pre-Series A Funding Vehicles ( Convertible Notes, SAFE, KISS, etc.)ideatoipo
Obtaining funding for early stage startups can be challenging. The array of funding options available to entrepreneurs can be confusing and fraught with pitfalls.
This presentation covers:
1) convertible notes
2) SAFE documents
3) KISS documents
and more!
Before Series A - Convertible Note and Series Seed Funding for Startups ldef2001
Presentation explaining the differences between Convertible Notes and Seed Stage Equity, the important terms of each funding structure and the pros/cons of each.
An Introduction to Startup Finance and Convertible NotesLi Guo
A short introduction into the world of venture backed startup financing. Covers some basic terms as well as how to calculate price/share, ownership percentage, and an intro to convertible notes
How Do Convertible Notes Work For Early-stage FinancingEquidam
What is the definition of convertible debt and how to use it in early-stage startup financing. You can also see the calculations we made using our Convertible Note Calculator.
To read more take a look at this article: https://www.equidam.com/practical-advice-pricing-convertible-note/
Compute your company valuation for free at https://www.equidam.com/
Entrepreneurs love it, investors claim to hate it, but it’s still being used. Why? We’ll tell you, in this interactive Google hangout.
Hear from the expert on the pros and cons of convertible debt.
Expert:
Bob Bishop - Goodwin Procter
Angel Bootcamp - Angel Investing: Terms and Issues - Dave YoungLaunchpad LA
This presentation was given by Dave Young (Cooley) on 9/19/13 for Angel Bootcamp, a one day conference for angel investors to learn strategies and perspectives from active investors in Los Angeles.
Due to economic and geopolitical situation, accompanied by limited liquidity, new financing alternatives are proving to be mutually beneficial for parties at both end of the real estate spectrum.
Nurture Talent Academy conducted InvestorYatra for startups in Delhi, Gurgaon and Noida in July 2013. 25 entrepreneurs visited investors offices like TLabs, GSF Accelerator, SAIF Partners and Canaan Partners to learn all about incubators, accelerators, angel investors and venture capital. Every session had an investor share insights on a startup topic - this presentation contains specifics about term sheet and agreements shared by Nishant Verman of Canaan Partners. Check out more on www.investoryatra.com.
Before Series A - Convertible Note and Series Seed Funding for Startups ldef2001
Presentation explaining the differences between Convertible Notes and Seed Stage Equity, the important terms of each funding structure and the pros/cons of each.
An Introduction to Startup Finance and Convertible NotesLi Guo
A short introduction into the world of venture backed startup financing. Covers some basic terms as well as how to calculate price/share, ownership percentage, and an intro to convertible notes
How Do Convertible Notes Work For Early-stage FinancingEquidam
What is the definition of convertible debt and how to use it in early-stage startup financing. You can also see the calculations we made using our Convertible Note Calculator.
To read more take a look at this article: https://www.equidam.com/practical-advice-pricing-convertible-note/
Compute your company valuation for free at https://www.equidam.com/
Entrepreneurs love it, investors claim to hate it, but it’s still being used. Why? We’ll tell you, in this interactive Google hangout.
Hear from the expert on the pros and cons of convertible debt.
Expert:
Bob Bishop - Goodwin Procter
Angel Bootcamp - Angel Investing: Terms and Issues - Dave YoungLaunchpad LA
This presentation was given by Dave Young (Cooley) on 9/19/13 for Angel Bootcamp, a one day conference for angel investors to learn strategies and perspectives from active investors in Los Angeles.
Due to economic and geopolitical situation, accompanied by limited liquidity, new financing alternatives are proving to be mutually beneficial for parties at both end of the real estate spectrum.
Nurture Talent Academy conducted InvestorYatra for startups in Delhi, Gurgaon and Noida in July 2013. 25 entrepreneurs visited investors offices like TLabs, GSF Accelerator, SAIF Partners and Canaan Partners to learn all about incubators, accelerators, angel investors and venture capital. Every session had an investor share insights on a startup topic - this presentation contains specifics about term sheet and agreements shared by Nishant Verman of Canaan Partners. Check out more on www.investoryatra.com.
The leveraged lending market has developed its own set of market terms and conventions, many of which do not exist outside of this market. This webinar gives a basic overview of leveraged finance credit agreements and the legal issues that arise when working on leveraged loans.
Part of the webinar series: LEVERAGED FINANCE 2021
See more at https://www.financialpoise.com/webinars/
스파크랩스의 주최로 열린 이 세션에서는 실리콘밸리 지역에서 미국 및 국제 고객을 대상으로 다양한 법률 활동을 해온 카탈리나 민(Catharina Min)이 현지의 고용절차부터 법인 설립과 IPO 상장, 그리고 인수합병에 이르기까지 미국 진출 시 반드시 알아두어야할 내용들에 대해 설명하는 시간을 가졌다.
Once you’ve found your investors, it’s time to get down to business. Don’t get lost in the jargon! Learn the basic terms of a term sheet and show up to your meeting prepared. In this interactive Google hangout, we’ll discuss the common terms, vocabulary, and structure of term sheets. We’ll also give you a look at the most common terms found in the Boston funding ecosystem, and which ones are most likely to be negotiated. Come ready with your questions!
Expert:
Bob Bishop – Founders Workbench & Goodwin Procter
How to Get Your Startup Ready for Venture Capital Funding (Idea To IPO)Roger Royse
Venture capital funding is seen as the holy grail for a startup, often improving the company’s chances of a big IPO or exit dramatically. Most companies start their lives with the hope, if not the expectation, that they will eventually receive venture funding. This presentation will cover what a company should do to prepare for venture funding, what steps to take, what the venture capitalists expect and how to avoid venture capital deal breakers.
The speaker will discuss:
1) what types of companies are candidates for venture capital funding
2) the essential assets, qualities or aspects that your company must have to approach a venture capitalist
3) how (and when) you should value your company for venture capitalists
4) how you can protect yourself against dilutive rounds, losing control and being removed from management
5) how to get your company in front of venture capitalists
and more!
The Language & Structure of Angel & Venture DealsKieran McCarthy
Do you know what a term sheet is? A convertible note? Preferred stock? A private placement memorandum? A 506 offering? A liquidation preference? A participation right? A tag-along right?
If you don’t, you’ll be at a disadvantage if and when you pitch your startup to investors. Review this to learn how to talk the talk and walk the walk.
This is a presentation by Kieran McCarthy, Colorado Startup Lawyer for the Legal Issues for Startups & Entrepreneurs Meetup on July 28th at Galvanize Golden Triangle.
For more about the meetup:http://www.meetup.com/Legal-Issues-for-Startups-and-Entrepreneurs/
For more about Colorado Startup Lawyer: www.coloradostartuplawyer.com
VCs are exposed to unique challenges and risks when selling portfolio companies, and what is acceptable from a company's perspective may not be optimal for the investor base. An understanding of what goes wrong after companies are sold helps investors focus on effective planning strategies to protect returns and minimize exposure of their funds after closing.
Part of the all day Venture Fast Track:
http://www.thecapitalnetwork.org/programs/venture-fast-track/
Angel & Venture Term Sheets and Negotiation with an Investor
As an entrepreneur, understanding the parts of an Angel or Venture Capital term sheet can be a daunting task. The session discusses common practices and pitfalls surrounding the use of term sheets and the current market terms for early-stage angel and venture investments. Some sample term sheets will be reviewed and explained.
Led by a venture capitalist, an entrepreneur, and their attorneys, this program explains the critical common business and legal terms used in these term sheets through a live, mock negotiation.
Experts:
- Justin Borgman – Hadapt
- Yumin Choi – HLM Venture Partners
- Alex Glovsky – Nutter, McClennen & Fish
- Adam Ghander – Nutter, McClennen & Fish
This presentation was given to a group of Founders, CEO's and praticipants in the Financing of their growth companies at the Digital Media Zone at Ryerson University in Toronto today.
In this presentation, FMC's Gary Sollis, discusses the top ten tips for a successful M&A. Areas addressed include: protecting the company through confidentiality agreements, the effective use of a special committee, financing the deal, responding to an unsolicited offer, structuring the deal, the pros and cons of shares vs. cash, minimizing non-completion risks, when to break free, protecting directors and officers as well as avoiding trouble with regulators.
Foreign Workers, International Tax and Oil & Gas Market UpdateNow Dentons
In this presentation, FMC Partner Shawna Vogel and Associate Yasmeen Nizam team up with MNP Partner David Yager and Associate Kathy Bonazew to deliver information about foreign workers, international tax and oil & gas market updates. The following topics are discussed:
- We Need Foreign Workers Now
- New Developments in Permanent Residence Applications for Workers
- State of Canada’s Oil & Gas Industry and Future Employment Needs
- Taxation in Canada
In this presentation, FMC Partners Rob McDonald and Marlon Rajakaruna describe the importance of protecting your start-up company’s intellectual property (IP). The following topics are discussed:
- Types of Intellectual Property
- Patents
- Copyright
- Trade-marks
- Other Ways to Protect IP
- Protecting Your IP in Commercial Agreements
Privacy and Security in Mobile E-CommerceNow Dentons
In this presentation, FMC’s Timothy Banks describes the important issues to consider when thinking about privacy and security in mobile e-commerce. The presentation includes a discussion of the following topics:
- Outlines for M-Commerce
- Overview of Guidelines
- Special Issues (address book information, online behavioral tracking and analytics, geolocation data, children, and ongoing emerging issues)
- Transparency and Accountability in Design (consent, representations and disclaimers and applying Canada’s Anti-Spam Legislation)
- The three dimensions of M-Commerce
In this presentation, FMC’s Bernard Roth outlines the current trends in energy regulatory law. The presentation includes the following topics:
- Trends in Facilities Regulation
- Alberta Non-Utility Oil and Gas Facilities
- AER Structure
- Responsible Energy Development
- Federal Budget Legislative Changes
- Federal Fisheries Act
- Navigable Waters Protection Act
- Canadian Environmental Assessment Act
- Trends in Utilities Regulation
- Performance Based Regulation for Alberta Utilities
In this presentation, FMC’s Bill Gilliland and Dan Shea discuss deal points relating to survey of deals and deal terms, including:
• Survey
• Material Adverse Change
• Non-solicitation and Superior Proposals
• Regulatory Approval Language
• Break Fees
• Expense Reimbursement
• Go-Shop Provisions
In this presentation, FMC’s Doris Bonora and Mark Woltersdorf outline the important considerations when planning before death, including:
- Power of Attorney
- Personal Directive
- Farm Tax Planning
- Estate Freeze
- Wills
Risk Apportionment in the Purchase and Sale TransactionNow Dentons
In this presentation, FMC’s Leanne Krawchuk discusses risk apportionment in the purchase and sale transaction, including:
- Representations and Warranties
- Indemnity Clauses and Limitations
- Purchase Price Adjustments and Holdbacks/Escrow
- Maximize the Value Proposition
- Due Diligence
Letters of Intent - Tips and Traps for Commercial LawyersNow Dentons
In this presentation, FMC’s Heather Barnhouse discusses the purpose of a letter of intent (LOI) and the common issues with LOI. She then discusses a relevant case (IHAG – Holding A.G. c. Intrawest Corporation, 2009 QCCS 2699) and provides an overview of the lessons learned and future application.
Protect you Rights and Avoid Liability! Current Developments and Major Implic...Now Dentons
In this presentation, FMC's Margot Patterson discusses current developments and major implications for IP legal guidelines in advertising, including:
1. Changing Copyright Rules: User Generated Content
2. How Social Media is changing your marketing practices and how you protect your brand
3. Yours, Mine and Ours: Best practices for third-party content (partners & consumers)
In this presentation, FMC's Alan Hutchison discusses Preliminary Economic Assessments (PEAs) by going over the recent focus on PEAs, providing important considerations, and going through 4 different scenarios related to PEAs.
An Introduction to Legal Aspects of Customer Acquisitions for StartupsNow Dentons
In this presentation, FMC’s Gal Smolar discusses an introduction to the legal aspects of customer acquisitions for startups. The presentation focuses on customer acquisitions, acquisition contracts, trends, right to data, restrictive covenants, exclusivity, joint development and customer acquisition tips.
Gal Smolar is a partner in FMC’s Vancouver office. Gal is a Practitioner of Foreign Law and brings to Fraser Milner Casgrain his broad international experience in commercial and corporate law and in particular in the field of technology.
Update on Hydraulic Fracturing:Preparing for Gasland 2Now Dentons
In this presentation, FMC Law's Alex MacWilliam discusses hydraulic fracturing. The presentation covers the hydraulic fracturing process; the legislative and regulatory management of key issues related to hydraulic fracturing; liability issues in fracturing litigation; finally, lessons and trends related to hydraulic fracturing.
In this presentation, V. Peter Harder describes why Canada engages with China, while Rob McDonald and Margot Patterson outline the changes to copyright laws in Canada.
In this presentation, Rob McDonald and Stephen Parker discuss the following topics related to intellectual property:
- IP Due Diligence in Commercial Transactions
- Common IP Disputes that Arise in Business
- The New Copyright Modernization Act
In this presentation, Rob McDonald outlines the key amendments to the Copyright Act and explains how Canada's copyright laws will change with the new Copyright Modernization Act.
"𝑩𝑬𝑮𝑼𝑵 𝑾𝑰𝑻𝑯 𝑻𝑱 𝑰𝑺 𝑯𝑨𝑳𝑭 𝑫𝑶𝑵𝑬"
𝐓𝐉 𝐂𝐨𝐦𝐬 (𝐓𝐉 𝐂𝐨𝐦𝐦𝐮𝐧𝐢𝐜𝐚𝐭𝐢𝐨𝐧𝐬) is a professional event agency that includes experts in the event-organizing market in Vietnam, Korea, and ASEAN countries. We provide unlimited types of events from Music concerts, Fan meetings, and Culture festivals to Corporate events, Internal company events, Golf tournaments, MICE events, and Exhibitions.
𝐓𝐉 𝐂𝐨𝐦𝐬 provides unlimited package services including such as Event organizing, Event planning, Event production, Manpower, PR marketing, Design 2D/3D, VIP protocols, Interpreter agency, etc.
Sports events - Golf competitions/billiards competitions/company sports events: dynamic and challenging
⭐ 𝐅𝐞𝐚𝐭𝐮𝐫𝐞𝐝 𝐩𝐫𝐨𝐣𝐞𝐜𝐭𝐬:
➢ 2024 BAEKHYUN [Lonsdaleite] IN HO CHI MINH
➢ SUPER JUNIOR-L.S.S. THE SHOW : Th3ee Guys in HO CHI MINH
➢FreenBecky 1st Fan Meeting in Vietnam
➢CHILDREN ART EXHIBITION 2024: BEYOND BARRIERS
➢ WOW K-Music Festival 2023
➢ Winner [CROSS] Tour in HCM
➢ Super Show 9 in HCM with Super Junior
➢ HCMC - Gyeongsangbuk-do Culture and Tourism Festival
➢ Korean Vietnam Partnership - Fair with LG
➢ Korean President visits Samsung Electronics R&D Center
➢ Vietnam Food Expo with Lotte Wellfood
"𝐄𝐯𝐞𝐫𝐲 𝐞𝐯𝐞𝐧𝐭 𝐢𝐬 𝐚 𝐬𝐭𝐨𝐫𝐲, 𝐚 𝐬𝐩𝐞𝐜𝐢𝐚𝐥 𝐣𝐨𝐮𝐫𝐧𝐞𝐲. 𝐖𝐞 𝐚𝐥𝐰𝐚𝐲𝐬 𝐛𝐞𝐥𝐢𝐞𝐯𝐞 𝐭𝐡𝐚𝐭 𝐬𝐡𝐨𝐫𝐭𝐥𝐲 𝐲𝐨𝐮 𝐰𝐢𝐥𝐥 𝐛𝐞 𝐚 𝐩𝐚𝐫𝐭 𝐨𝐟 𝐨𝐮𝐫 𝐬𝐭𝐨𝐫𝐢𝐞𝐬."
The world of search engine optimization (SEO) is buzzing with discussions after Google confirmed that around 2,500 leaked internal documents related to its Search feature are indeed authentic. The revelation has sparked significant concerns within the SEO community. The leaked documents were initially reported by SEO experts Rand Fishkin and Mike King, igniting widespread analysis and discourse. For More Info:- https://news.arihantwebtech.com/search-disrupted-googles-leaked-documents-rock-the-seo-world/
VAT Registration Outlined In UAE: Benefits and Requirementsuae taxgpt
Vat Registration is a legal obligation for businesses meeting the threshold requirement, helping companies avoid fines and ramifications. Contact now!
https://viralsocialtrends.com/vat-registration-outlined-in-uae/
Putting the SPARK into Virtual Training.pptxCynthia Clay
This 60-minute webinar, sponsored by Adobe, was delivered for the Training Mag Network. It explored the five elements of SPARK: Storytelling, Purpose, Action, Relationships, and Kudos. Knowing how to tell a well-structured story is key to building long-term memory. Stating a clear purpose that doesn't take away from the discovery learning process is critical. Ensuring that people move from theory to practical application is imperative. Creating strong social learning is the key to commitment and engagement. Validating and affirming participants' comments is the way to create a positive learning environment.
Improving profitability for small businessBen Wann
In this comprehensive presentation, we will explore strategies and practical tips for enhancing profitability in small businesses. Tailored to meet the unique challenges faced by small enterprises, this session covers various aspects that directly impact the bottom line. Attendees will learn how to optimize operational efficiency, manage expenses, and increase revenue through innovative marketing and customer engagement techniques.
Kseniya Leshchenko: Shared development support service model as the way to ma...Lviv Startup Club
Kseniya Leshchenko: Shared development support service model as the way to make small projects with small budgets profitable for the company (UA)
Kyiv PMDay 2024 Summer
Website – www.pmday.org
Youtube – https://www.youtube.com/startuplviv
FB – https://www.facebook.com/pmdayconference
Falcon stands out as a top-tier P2P Invoice Discounting platform in India, bridging esteemed blue-chip companies and eager investors. Our goal is to transform the investment landscape in India by establishing a comprehensive destination for borrowers and investors with diverse profiles and needs, all while minimizing risk. What sets Falcon apart is the elimination of intermediaries such as commercial banks and depository institutions, allowing investors to enjoy higher yields.
What is the TDS Return Filing Due Date for FY 2024-25.pdfseoforlegalpillers
It is crucial for the taxpayers to understand about the TDS Return Filing Due Date, so that they can fulfill your TDS obligations efficiently. Taxpayers can avoid penalties by sticking to the deadlines and by accurate filing of TDS. Timely filing of TDS will make sure about the availability of tax credits. You can also seek the professional guidance of experts like Legal Pillers for timely filing of the TDS Return.
Digital Transformation and IT Strategy Toolkit and TemplatesAurelien Domont, MBA
This Digital Transformation and IT Strategy Toolkit was created by ex-McKinsey, Deloitte and BCG Management Consultants, after more than 5,000 hours of work. It is considered the world's best & most comprehensive Digital Transformation and IT Strategy Toolkit. It includes all the Frameworks, Best Practices & Templates required to successfully undertake the Digital Transformation of your organization and define a robust IT Strategy.
Editable Toolkit to help you reuse our content: 700 Powerpoint slides | 35 Excel sheets | 84 minutes of Video training
This PowerPoint presentation is only a small preview of our Toolkits. For more details, visit www.domontconsulting.com
Implicitly or explicitly all competing businesses employ a strategy to select a mix
of marketing resources. Formulating such competitive strategies fundamentally
involves recognizing relationships between elements of the marketing mix (e.g.,
price and product quality), as well as assessing competitive and market conditions
(i.e., industry structure in the language of economics).
The Influence of Marketing Strategy and Market Competition on Business Perfor...
Term Sheets - Debt and Equity
1. TERM SHEETS – DEBT AND EQUITY
Key Terms and Concepts
Presented by: Alex Kilgour and Neil Schwartz
1
2. Overview
• Common terms in debt and equity term sheets
• Key terms in debt term sheets
• Key terms in equity term sheets
• Most negotiated terms
2
3. Common Terms
• Non-binding except for confidentiality and exclusivity (and
sometimes, expenses)
• Full legal name of the issuer and jurisdiction of incorporation
• Type of security (debenture, common shares, preferred shares)
• Size of the round
• Price per security / valuation / conversion price
• Number of closings / number of tranches / milestones
• Identity of the investors
• Targeted closing date
• Use of proceeds
• Term sheet expiration date
3
4. Common Terms (Valuation and Conversion)
• Pre-money valuation
• Amount to be invested
• Post-money valuation
• Attach cap tables (pre-money and post-money)
• Stock option pool (pre-money (VC) or post-money (founders)?)
4
5. Debt Offering Terms (Debt Characteristics)
• Loan / Debenture / Promissory Note / Credit Facility
• Demand or term/maturity date?
• Secured or unsecured?
• If secured, some or all assets?
• Interest – fixed, floating or none?
• Priority/ranking – deal with existing creditors/postpone or
subordinate?
• Convertible – automatic and/or optional?
5
6. Debt Offering Terms (Conversion)
• Convertible – if so, define share terms in advance?
• Fixed or indeterminate conversion price?
• Automatic conversion – significant financing/qualified change
of control/maturity
• Optional conversion – at any time or only at maturity? Change
of control?
6
8. Equity Offering Terms
• Common shares/preferred shares/units
• Liquidation preference – participating/non-participating
• Convertible – conversion price/valuation
• Automatic conversion – qualified IPO / qualified acquisition
• “Pay to play”
• Anti-dilution – full ratchet or weighted average
• Pre-emptive rights
• Protective provisions – “preferred majority” approval
• Voting rights
• Shareholder rights
8
9. Liquidation Events/Exits
• Qualified IPO = $X raised for the company + listing on
recognized stock exchange
• Qualified Acquisition = sale of all shares or all assets for at least
$X with at least Y% in cash at closing
• Management carve-out on acquisition
9
10. Governance
• Board nomination rights/board composition
• Board observer rights
• Quorum
• Number of meetings per year
10