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Cram Down – A Test of Character for VCs and Founders

Steve Blank

For existing investors, sometimes it was a “pay-to-play” i.e. if you don’t participate in the new financing you lose. They offered desperate founders more cash but insisted on new terms, rewriting all the old stock agreements that previous investors and employees had.

Cram Down 408
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Startup Founder Agreements

blog.simeonov.com

The only way to remove their equity holding in the cap table is by buying them out or through a recapitalization of the company. In this case you have to consider whether they are common or preferred holders and, in the latter case, their anti-dilution protection, pay-to-play provisions and willingness to participate in the recap financing.

Founder 44
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The Silliness Of Recapping Seed Rounds

Feld Thoughts

So they recapitalize the company. It usually happens in a later round, when the company is in fact worth much less than the liquidation preference overhang and insiders use a pay-to-play and a low valuation to reset the preferences and the cap table. and the investors, who put up $1m in a convertible note, get 0.1%.