VC Term Sheets (SMS)
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INTRODUCTION TO VC TERM SHEETS
How Much Do You Know About VC Term Sheets? -
What Is A Term Sheet?
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When Are Term Sheet Used?
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Why Are Term Sheets Used?
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Main Sections of the Term Sheet
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Term Sheet Structure
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Week 1 Review
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Week 1 Quiz1 Quiz
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FOUNDERS' OBLIGATIONSThe Three Imbalances Of VC
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Moral Hazard
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Non-Compete & Non-Solicit
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Exclusivity, NDA, IP
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No-Shop Clause
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Week 2 Review
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Week 2 Quiz1 Quiz
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GOVERNANCE CLAUSESAsymmetry of Information
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Voting Rights
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Protective Provisions
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Matters Requiring Investor Director Approval
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Board Matters
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Week 3 Review
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Week 3 Quiz1 Quiz
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FUTURE ROUNDSRaising More Money
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Pro Rata Rights
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Pay-To-Play
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Anti-Dilution Provision (1)
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Anti-Dilution Provision (2)
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Week 4 Review
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Week 4 Quiz1 Quiz
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LIQUIDITY CLAUSES (1)Difference In Cost Base
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Shares Lock Up
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Liquidation Preference
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Optional & Mandatory Conversions
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Dividends
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Week 5 Review
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Week 5 Quiz1 Quiz
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LIQUIDITY CLAUSES (2)Sale Rights
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Right Of First Refusal
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Right Of First Offer
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Drag Along
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Tag Along
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Week 6 Review
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Week 6 Quiz1 Quiz
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OTHER CLAUSESRedemption Rights
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Conditions Precedent
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Expiration
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TIPS & TRICKSLying About Term Sheets
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Unfair Negotiation
Raising More Money
This page is the companion material to our SMS-based course “VC Term Sheets“. If you haven’t purchased this course yet, you are viewing it for free as a sample.
👉 Click here if you want to know more about this course.Â
What with the valuation bubble of the last few years, it has become unfathomable to many VC participants — including fundraising Founders — that valuations go both ways. Up, but also down.
When a Company raises money at a lower (pre-money) valuation than the last round’s (post-money) valuation, the term “down round” is used.
We are going to cover anti-dilution clauses in the next few lessons. These clauses deal with the impact of down rounds on the Investors’ equity.
Let’s take a recent example.
In October 2017, VC market research firm CBInsights posted a tweet showing that Hollywood actress Jessica Alba’s The Honest Company had lost its “unicorn” status.
A filing we uncovered shows that Jessica Alba's @Honest Company lost unicorn status, raising $75M w/ valuation <$1B https://t.co/dUs8gqTkol pic.twitter.com/bUHPu5NoUD
— CB Insights (@CBinsights) October 6, 2017
After raising over $200 million in five rounds, The Honest Company raised a Series E Round at a reported valuation much lower than the previous Series D round.
In the hilarious HBO TV show Silicon Valley, angel investor Russ Hanneman complains about losing his access to the Billion-dollar Club — belonging instead to the Million-dollar one (“with an M, for million”.)
🗣 What do you think existing investors should do in a down round? How do you think Founders would react to it? Why do you believe down rounds happen in the first place?
Let us know in the Comments section below.
🔎 Sources and Additional Material
- Crunchbase data on The Honest Company’s funding rounds
- More reporting by Axios
- HBO’s TV Show Silicon Valley (a must-see!)
- For fun: Russ Hanneman on YouTube
⏰ Reminder: The “anti-seniority” paragraph of the Protective Provisions clause
(iii) create or authorize the creation of or issue any other security convertible into or exercisable for any equity security, having rights, preferences or privileges senior to or on parity with the Series A Preferred, or increase the authorized number of shares of Series A Preferred.