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DAVID INTRO We will have a break around 10 Free wifi is “mars open internet”, no username or password We will email you a copy of the slides
EVERYONE INTRODUCE THEMSELVES
DAVID - just go over this quickly in case there are any lawyers in the house
MARK + everyone pitch in
NACO report (2015) 1,700 active individual investors 283 investments $133.6 million
Since 2010 Nearly 200 exits Totaling $20 billion
Approximately 500,000 accredited investors
Investment models are evolving
What is a term sheet? Not legally binding, but the same terms will make their way into legal docs related to the deal When you parse away the legal jargon, they are basically lists of terms that the investor and the startup have agreed to adhere to in this investment Dictates the 2 things that matter most to investors: Money and Control (economics of my investment and the control I have over the company)
Who drafts it? What happens to it?
Is it changed every round of financing?
Let’s look at the most common/important sections of the term sheet.
Most important = a) the ones you can usually negotiate or have an impact on. b) The “ones that you HAVE to have”
Pre-money valuation Post-money valuation Currency
Two things that impact valuation: - stock option pools - warrants
My company raises $1 million at a $3 million pre-money valuation leading to a $4 million post money valuation. The math works out that the investor owns 25% of the company post deal ($1 million invested / $4 million valuation) and assuming 1 million shares, each share would be valued at $3 / share ($3,000,000 pre-money / 1 million shares = $3 / share). Investors own 25%, I (the founder) own 75%.
Investor math – they will assume that valuation includes the Option Pool.
Assuming a 15% option pool post funding then you need a 20% option pool pre funding (because the pool also gets diluted by 25% when the VC invests their money). So your 100% of the company is down to 80% even before VC funding. It is standard for new investors to try and get existing investors to be diluted by a full option plan.
The VC’s $1 million still buys them 25% of the company — it’s existing shareholders who have diluted to 60% ownership rather than 75%. The price / share is actually $2.40 (not $3.00), which is $3,000,000 pre-money / 1,250,000 shares (because of the new 250,000 share options). Thus the “true” pre-money is only $2.4 million (and not $3 million) because $2.40 per share * 1 million pre-money outstanding shards = $2.4 million.
Terms used: This is known as a “fully-diluted cap table” Example: Prior to the closing, the Company shall amend its existing option plan (“ESOP”) in order to ensure that the total number of unallocated shares available for issuance pursuant to options granted under such plan shall represent XX% of the number of Common Shares, calculated on a post-financing, on an as-if-converted and on a fully-diluted basis, as per Appendix I to this Term Sheet.
Liquidity event: Selling the company in an attempt to get some money back
Definitions: Actual preference: a certain multiple of the original investment per share is returned to the investor before the common stock receives any consideration. (Not very standard nowadays) Participation: full participation, capped participation, non-participation
The greater the liquidation preference ahead of management and employees, the lower the potential value of the management / employee equity. There’s a fine balance here and each case is situation specific, but a rational investor will want a combination of “the best price” while insuring “maximum motivation” of management and employees.
Operating the company: You want to ensure that the company will be well managed, that there are appropriate “checks and balances” in place, that shareholders rights are protected.
Board of Directors This is the group responsible managing the company and where major decisions will be made. VCs care about control provisions in order to keep an eye on their investment. It is also a way to ensure their “voice is heard” and that decisions are made with careful consideration and thought. This term spells out how the board of directors will be chosen.
- Usually a balance of investor, company, founder and outsider representation. - Chosen by mutual consent of the board (one person = one vote) OR voted upon on the basis on proportional share ownership on a common-as-converted basis. Def: Board (non voting) observer
Question: Do you want board representation, control, observer rights?
Protective provisions are effectively (sometimes veto) rights that investors have on certain actions by the company. They do not eliminate the ability to do certain things, they simply require consent of the investor.
Often the topic of hot debates: Entrepreneurs would like to see few or no protective provisions in their documents. Investors– in contrast – would like to have some veto-level control over a subset of actions the company could take, especially when it impacts the investors economic position.
Things that are often changed during negotiation: Raising debt threshold Add a minimum threshold of preferred shares outstanding for the protective provisions to apply
How does it work for subsequent rounds of financing?
Used to protect investors in the event a company issues equity at a lower valuation then in previous financing rounds.
Definition: Weighted average anti-dilution Definition: Ratchet based anti-dilution
NCP = OCP * ((CSO + CSP) / (CSO + CSAP)) Where: NCP = new conversion price OCP = old conversion price CSO = common stock outstanding CSP = common stock purchasable with consideration received by company (i.e. “what the buyer should have bought if it hadn’t been a ‘down round’ issuance”) CSAP = common stock actually purchased in subsequent issuance (i.e., “what the buyer actually bought”)
We advise you not to get hung up in trying to eliminate anti-dilution provisions – rather focus on (a) minimizing their impact and (b) building value in your company after the financing so they don’t ever come into play.
It causes the investors “stand up” and agree to support the company during its lifecycle at the time of the investment. If they do not, the stock they have is converted from preferred to common and they lose the rights associated with the preferred stock.
Recently, this has become much less common than 10 years ago
The following provisions ensure that shareholders are treated fairly
Drag along: Drag-along means that if most investors want to sell, that the minority will be forced to sell as well and get “dragged along”
The most common compromise position is to try to get the drag along to pertain to following the majority of the common stock, not the preferred. This way – if you own common – you are only dragged along when a majority of the common consents to the transaction.
Tag along (or “co-sales”) Tag-along rights are pre-negotiated rights that a minority shareholder includes in his initial issuance of a company's stock. These rights allow a minority shareholder to sell his share if a majority shareholder is negotiating a sale for his stake. Tag-along rights are prevalent in startup companies and other private firms with considerable upside potential.
Redemption rights It lets investors require the company to repurchase their shares after a specified period of time. In essence, it’s a “put” right – that is, the investors may elect to put their shares back to the company. Redemption rights are principally designed to protect investors from a situation where, after a period of time, their portfolio company is just moving “sideways” and, accordingly, is not an attractive acquisition target or IPO candidate. Investors are thus given the opportunity to exit their investment by exercising their redemption rights – which is particularly important because venture capital funds have limited lives (typically 10 years).
Cofounders, angel investors and venture capital firms alike often rely on tag-along rights. Let's say, for example, that three cofounders launch a new tech company. The business is going well and the cofounders believe that they've proven the concept enough to scale, and seek outside investments in the form of a seed round. A private equity angel investor sees the value of the company and offers to purchase 60% of the company, requiring a large amount of equity to compensate for the risk of investing in the small company. The cofounders accept the investment, making the angel investor the largest shareholder.
The investor is tech-focused, and he has significant relationships with some of the larger, public technology companies. The startup cofounders know this and therefore negotiate tag-along rights in their investment agreement. The business grows consistently over the next three years, and the angel investor, happy with his investment return on paper, looks for a buyer of his equity among the major tech companies.
The investor finds a buyer who wants to purchase the entire 60% stake for $30 a share. The tag-along rights negotiated by the three cofounders gives them the ability to include their equity shares in the sale. The three cofounders, using their rights, effectively sell their shares for $30 each.
The “pro-rata right” is the right to continue to participate in future rounds so that you can maintain your ownership. Let’s make it concrete with an example. You invest $50k in a seed round at a $5mm cap and own 1% of the company. The next round is a $3mm round at $9mm pre, $12mm post. If you don’t participate, you will be diluted 25% and will then own 0.75% of the company. On the other hand, if you buy 1% of the round, a $30k investment, you will continue to own 1% of the company. Your “pro-rata right” in this situation is a $30k allocation in the next round.
Pro-rata rights are often VERY important to investors. Why? Because you want to “double down on your winners”. So, you want the company to be OBLIGED to let you invest more if you want to in future financings.
DAVID – explain that these are either not as important, or usually non-negotiable. Ask if there is a term that anyone would like you to define.
If there is extra time, pick a couple to define.
After the break: Picking winners/ due diligence Vehicles to invest in startups Best practices Portfolio management tips
First meeting: – understand as much as you can about the business and team Founders/team: who are they? How do they interact? How qualified are they? Business model: value prop, key activities, major assets, distribution channels, problem worth solving? Go to market: Can they articulate their value prop simply? Plan to go to market? Competition? Angle: Secret sauce, how will they revolutionize the market
Research: Market size validation (check data provided and find new) Pitch to your network (test their reactions and your assumptions) Reference check – look for mutual friends on linkedin or others Advisors
Follow-up meetings – Understand metrics and plan for future Pipeline (churn, customers, industry benchmarks) Product roadmap Financing plan Discuss key issues and challenges
More reference checks, customer interviews, digging to uncover every possible piece of information about the company.
Then, legal diligence: Skeletons in the closet See how a founder negotiates Legal advisors
Not your typical VC firm. At Brightspark, individual investors can invest with us in exceptional Canadian early-stage tech companies.
MARK + SOPHIE
SOPHIE + everyone pitch in Invest in what you know …Or co-invest with people specialized in that industry, who have complimentary skills set
Some industries are radically different due to regulatory issues, IP issues, company development paths, exit dynamics… so make sure SOMEONE on the investment side knows what they’re doing.
Post-investment involvement How to best help a startup grow
Investor etiquette What to do, what not to do
Diversify: Decide how much you want to allocate to venture capital Consider amount, # of deals, timing
Decide how you want to spread your VC investments across companies The Babe Ruth effect: swinging harder produces more strikeouts, but also more home runs (Andreessen Horowitz)
Moderated by DAVID
EVERYONE – good opportunity to plug current investment opportunities + sign up process
Startup Investor Workshop (Intermediate Session) | Brightspark Ventures and OurCrowd
The information contained in this presentation is provided solely for informational purposes and does not
constitute an offer or solicitation of investment in any Brightspark or OurCrowd limited partnership related
to any companies. Anything contained in this presentation should not be construed as creating a
presumption by you, Brightspark or OurCrowd that you are an accredited investor. We make no
representation or warranty, express or implied, with respect to any data provided to you regarding any
information provided by the companies on its web site or in this presentation, and will not be liable in any
way to you or to any other person for any inaccuracy, error or omission of any company data.
Please be aware that investments in early stage companies contains a high level of risk and you should
consider this prior to making any investment decisions.
INDIVIDUALS ARE INVESTING IN
The weather is cold, but the market is hot!
INVESTING SERIOUSLY IN
Build your network and reputation – let the deals come to you
Build deal flow
Determine your investment strategy
Thesis, Pace, Focus
Learn from other people’s mistakes
WHAT’S IN A TERM SHEET?
Money + Control
Drafted by the lead investor
New term sheet every round of financing, but the first term sheet sets the
grounds for future funding
CONQUERING THE TERM SHEET
Price / Valuation
Two things impact valuation: stock option pools and warrants
Entrepreneur math VS investor math
$______ per share (the Original Purchase Price). The Original Purchase
Price represents a fully-diluted pre-money valuation of $ __ million and
a fully-diluted post money valuation of $__ million. For purposes of the
above calculation and any other reference to fully-diluted in this term
sheet, fully-diluted assumes the conversion of all outstanding preferred
stock of the Company, the exercise of all authorized and currently
existing stock options and warrants of the Company, and the increase of
the Company’s existing option pool by [ ] shares prior to this financing.
How do you determine a fair valuation?
Competition for the deal
Ownership amounts / percentages to motivate founders and management
Analysis of what a “win” gets you upon an exit
CONQUERING THE TERM SHEET
Liquidation preference – two scenarios
• Liquidity event
• Actual preference
• Participation: full participation, capped participation, non-participation
If the company sells for X times
If the company sells as a “fire sale”,
investors want to ensure you get your
money back before the people who have
“sweat equity” or founder shares.
CONQUERING THE TERM SHEET
Liquidation preference example:
Priority for a cumulative dividend of X% per annum, compounded annually (the
“Preferred Return”), payable only in case of a liquidation event pursuant to which the
Preferred Shares are not being converted.
Upon occurrence of a liquidation event, holders of Preferred Shares shall be entitled
to the greater of:
the as-converted to Common Share amount; and
Receive payment in preference to any other junior securities, from the assets of
the company available for distribution, of an amount equal to original issue price
of such Preferred Share plus the Preferred Return plus all declared but unpaid
CONQUERING THE TERM SHEET
Operating the company
You want to ensure that the company will be well managed, that there are
appropriate “checks and balances” in place, that shareholders rights are protected.
Board of Directors
• Usually a balance of investor, company, founder and outsider representation
• Chosen by mutual consent of the board OR voted upon on the basis on
proportional share ownership on a common-as-converted basis
Do you want board representation, control, observer rights?
CONQUERING THE TERM SHEET
Rights that investors have on certain actions by the company. They do not
eliminate the ability to do certain things, they simply require consent of the
What entrepreneurs want VS what investors want
• Raising of the debt threshold
• Minimum threshold of pref shares outstanding for the protective provisions
CONQUERING THE TERM SHEET
Used to protect investors in the event a company issues equity at a lower
valuation then in previous financing rounds.
• Weighted average anti-dilution
• Ratchet-based anti-dilution
NCP = OCP * ((CSO + CSP) / (CSO + CSAP))
CONQUERING THE TERM SHEET
In a pay-to-play provision, an investor must keep “paying” (participating pro
ratably in future financings) in order to keep “playing”(not have his preferred
stock converted to common stock) in the company.
Much less common than 10 years ago.
CONQUERING THE TERM SHEET
Tag along (or “co-sales”)
The [holders of the Common Stock] or [Founders] and Series A Preferred shall enter
into a drag-along agreement whereby if a majority of the holders of Series A
Preferred agree to a sale or liquidation of the Company, the holders of the
remaining Series A Preferred and Common Stock shall consent to and raise no
objections to such sale.”
All Parties grant each other the right (as for the Founders; after the expiration of
any lock-up period, see above) to participate in any sale of the Company’s share
capital in the same proportion and on the same terms and conditions as offered to
the selling Party.
Redemption rights are principally designed to protect investors from a situation
where, after a period of time, their portfolio company is just moving “sideways”
and, accordingly, is not an attractive acquisition target or IPO candidate.
In that case, the company could be required to repurchase their shares back.
Unless prohibited by law governing distributions to stockholders, the Series A
Preferred shall be redeemable at the option of holders of at least [__ ]% of the
Series A Preferred commencing any time after the [fifth] anniversary of the
Closing, at a price equal to the Original Purchase Price [plus all accrued but
unpaid dividends]. Redemption shall occur in [three] equal annual
portions. Upon a redemption request from the holders of the required
percentage of the Series A Preferred, all Series A Preferred shares shall be
redeemed [(except for any Series A holders who affirmatively opt-out)].”
Pro-Rata Participation Right
The right to continue to participate in future rounds so that you can maintain your
VERY important to investors. Why?
Because you want to “double down on your winners”. So, you want the company
to be OBLIGED to let you invest more if you want to in future financings.
• Satisfaction of the Lead Investor with the results of its due diligence investigations
• Final legal agreements
• Who pays legal fees (Capped?)
• No shop
• Evidence that all current officers, employees and consultants have entered into the
Company’s standard form proprietary information and inventions agreement, and
an appropriate employment or consulting agreement, satisfactory to the Lead
CONQUERING THE TERM SHEET
CONQUERING THE TERM SHEET
- Pref share permission needed to create new shares, pay dividends, create new
class of shares
- Change size of board
- Indebtedness larger than $X
- Granting any security or indebtedness
- Changing the nature of the business
- Anything out of ordinary course of the business
- How much are execs paid?
TERM SHEET: OTHER TERMS
Other terms that you should know:
• Precedent to financing
• Information and registration rights
• Rights of first refusal
• Voting rights and employee pool
• Restrictions of sales, proprietary inventions
• Founders activities
• IPO shares purchase
• No Shop Agreement
• Indemnification and assignment
Entrepreneurs want to:
• Build a successful business
• Raise enough capital to bring their vision to life
• Keep as much control over the company as possible
• Share the risk and reward with investors
Investor’s point of view
• Maximize IRR
• Wise spending of money
• Not to get diluted
Due Diligence can take anywhere from 20 minutes (Dragon’s Den)
to a few months (Brightspark/OurCrowd)
Critical Factor Fatal Flaw
Product Adoption No evidence potential customers are likely
Route to market No clear channel to market
Product development status Much more research and development
Market potential Market size too small
Protectability No barrier to entry for competitors
Customer engagement Features do not match market need
Relevant experience No relevant entrepreneurial/business
experience in the team
Financial model No clear path to profitability
Canadian Innovation Centre – Critical factors for the initial screening stage
PROVEN EXPERTISE & UNPARALLELED NETWORK
20+ years of VC experience, 30+ tech, software & entrepreneur experience
Delrina was the grandfather of the tech industry in Canada
Many of the best VCs and successful CEOs in Canada “seed” out of Brightspark
Repeat entrepreneurs gravitate to us – If there are great deals out there, we see them first!
Dealflow is approx. 5-7 deals a year – We seek quality over quantity
80% of our work happens after a deal is closed, growing companies
We curate the 1-2% best deals
from high-growth potential early
stage tech companies
Brightspark-managed fund set
up per deal and invests in
every deal, manages due
diligence, co-investments, and
Accredited Investors gain
insider access to the best deals
and invest on a per deal basis
alongside top institutions and
Highly selective deal flow: OurCrowd’s team of investment professionals sees 150-200 new opportunities every month,
meets 20-30 management teams and, after an in depth due diligence process, selects on average 2-3 to invest in.
Access to internal investment rounds: Our team leverages its extensive network to proactively identify and pursue
companies we want to invest in, gaining access to investment rounds that are closed to other new investors.
Full transparency: OurCrowd invests its own capital alongside our investors in every investment, at the same terms we
negotiate with the company.
Invest in what you know
Invest alongside experienced investors
Diversify your portfolio
PORTFOLIO MANAGEMENT TIPS
Keep your investment size consistent
Double-down on winners in follow-up rounds
Diversify – invest across many sectors
Build a big portfolio
Figure out how much you can afford before deciding how much to invest
Only invest money you can afford to lose
ASKING THE RIGHT QUESTIONS
Questions you should ask:
• The company you’re considering investing in
• Your co-investors