Speaker: Charles Plant, MaRS Advisor
In this lecture at we look at:
* How VCs make money
* What they want in return for their money
* How they structure deals
* And why they call it “Vulture Capital”
This is part of the CIBC Presents Entrepreneurship 101 lecture series. For more information and video: http://www.marsdd.com/Events/Event-Calendar/Ent101/2009/terms-of-investments-02252009.html
8. What this Means for YOU
(vcwear.com)
Slide 7
MaRS www.marsdd.com
9. And now for something
completely different…
Slide 8
MaRS www.marsdd.com
10. So What Happens if they Like You?
Slide 9
MaRS www.marsdd.com
11. What exactly is a term sheet?
term sheet is an offer to invest in a company.
A
is tabled by investors of all stripes: angels, VC’s,
It
strategic investors
is intended only to outline the basic points of an
It
agreement in principle around which such binding
legal documentation may be structured
is not the final document on the subject.
It
sheets are negotiable
Terms
Slide 10
MaRS www.marsdd.com
12. Basic Terms
Date Price
ation
Valu
oney
Pre-M
Investors Slide 11
MaRS www.marsdd.com
24. More rights and privileges (Not Yours)
THEM
YOU
Slide 23
MaRS www.marsdd.com
25. 60% of Preferred Share holders must
-laws
agree to:
r by
arter o
t of ch
ndmen
me
any a any sale of assets
reclassifi
cation of
shares
mer
ger Slide 24
MaRS www.marsdd.com
26. …and they also must agree to:
of
erms defined
t
in the es (as
e
chang Employe materia
l
ateria of Key
any
l change in t
ny m he Business
change in ac
ent
a , any materia
counting poli
oym l
mpl cy or change
e of year end
)
below Blah
the c
re
ESOP ation of t
h
, any
chan e ESOP a
n
ge in
the n d any incr
umbe e
r of d ase in the
irecto
who
rs
yees
plo wco
ny em ers of Ne
t of a ld
tmen shareho
in
appo s or
g the , officer
in
nclud tors
ons i ny direc
acti a
trans th with
th
leng leng
rm’s rm’s
on-a at a
all n t acting
o
are n Slide 25
MaRS www.blah.com
www.marsdd.com
32. Weasel words – there will be conditions
Due
dilig
ence
Prior agre
emen ts and wa
ivers
ment
tive Invest
respec ssary
Investors’ rs, as nece
the
y irecto
Approval b Boards of D
/or
mittees and
Com
Usual representations and warranties
Slide 31
MaRS www.marsdd.com
33. Exclusivity and Acceptance
Any VC giving you a term sheet will want
exclusivity for a period of time. You can’t shop it
around.
You’ll get a deadline for acceptance
You can negotiate some terms
Watch out what you ask for
Slide 32
MaRS www.marsdd.com
34. The Golden Rule
The man with the gold rules
Slide 33
MaRS www.marsdd.com