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Want to Know How VC’s Calculate Valuation Differently from Founders?

Both Sides of the Table

Things like “ participating preferred stock &# in legalese unsurprisingly never actually call out, “hey, this is the participating preferred language.&# We got a3x participating liquidation preference with interest (not participating with a 3x cap, but 3x participating. 4 * $4 million) and not $4 million.

Valuation 405
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How do the sample Series Seed financing documents differ from typical Series A financing documents?

Startup Company Lawyer

The primary rights in these documents, ranked in order of importance in my opinion are: Non-participating preferred liquidation preference. If new investors get better rights in a future equity financings (such as registration rights, price-based anti-dilution, redemption rights, etc.), Anti-dilution protection.

Finance 70
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The Truth About Convertible Debt at Startups and The Hidden Terms You Didn’t Understand

Both Sides of the Table

Because convertible debt deals often have both a ‘full ratchet’ and often have ‘multiple liquidation preferences’ “ Yup. In a standard VC term sheet there is a standard term called an “anti dilution provision” and they are in nearly 100% of deals. That’s right.

Ratchet 354
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Term-sheets and Valuations: Thinking about Negotiations - Startups.

Tim Keane

It also assumes the entire value of the investment is captured for investors at a sale of the company in the time specified in the term-sheet. This results in a range of sale prices; in this example from $118.6MM to $21MM.   In most cases, the preferred dividend is paid before any dividend is paid to the common.

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7 Investor Term Sheet Demands Startups Need Not Fear

Startup Professionals Musings

What they worry about is a whole different set of issues, including how much control they will have over how their money is spent, what will happen when future investors jump in to dilute their position and how they will get some money back if things don’t go according to plan. Terms to prevent equity dilution relative to others.

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Accepting Outside Investors? Here Are 5 Things to Watch Out for in Your Contract

Up and Running

They generally also get additional rights that common shareholders don’t get, such as anti-dilution protection, and liquidation preference (discussed further below). Anti-dilution protection. That risk of a decrease in the overall ownership percentage triggers an important term called an anti-dilution protection clause.

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Cap Table Clean Up

ithacaVC

VCs in particular typically insist on a slug of available options counting in the pre-money share total as they do not want to be diluted later by the issuance of those options. On a fully diluted pre-money basis, that would mean the option pool represents 14.5% (356,758/2,456,758) of the cap table. I have posted on this previously.