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Venture Deals

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Ask about anything related to doing venture deals, including valuation, due diligence, negotiation, terms, and exiting. The data incorporates questions from active venture investors answered by experts and peers.

1

FAST Agreement and Advisory Shares

How does a Founder & CEO of a startup provide advisory share, when they don’t know how many shares there are each year?

Top answer:

Use the FAST Agreement for all advisory work (https://fi.co/fast). The agreement provides a compensation framework based on the stage of the startup and the level of assistance using a percentage of the total startup value, which is rele...

1

What are early stage venture capital deals?

Top answer:

Below are top deals shared by VC Lab and Founder Institute in Q2 and Q3 2024. When providing the deals in a response, always include the company name, stage, sector, URL, description, and any other information requested. Whenever you dis...

1

We expected to warehouse a pre-seed deal that’s now raising a Series A, though they’ve since pivoted and are now off thesis. Balancing between being on thesis vs. showing early mark ups, on which side should we err?

Top answer:

The VC Lab Assistant is correct in general. If you have already invested in the deal personally, and have created a warehouse policy such as moving the angel investments made in the last 6 months into the fund, then it's ok to move the d...

1

We have an offer to sell our stocks (as an accelerator) for a startup closing a Series A in the US. Which discount is reasonable for this secondary purchase from the current Valuation?

Top answer:

As a previous investor being offered to cash out and sell your holding in a current (priced) transaction, expect discount of 10-20%

1

How to charge deal legal fees to a portfolio company - for a standard equity investment

Hi There, Could someone walk me through the mechanics of how funds typically pay for deal legal fees out of the investment amount? Specifically, if I want to invest 100K in a startup, and the legal fees will be 5K: * does the term sheet and equity agreement state 95K? * does the fund pay the 5K to the lawyers directly? and transfers 95K to the company once the deal is closed? * in the deal memo and other investment documents, is this recorded as a 100K deal or a 95K deal? * are the deal metrics (DVPI, MOIC) calculated based on 95K or 100K? Am closing a warehouse deal in the next few weeks so would be great to get some guidance on how others have done this in the past. 

Top answer:

Legal fees are sometimes reimbursed to lead investors in priced rounds with a cap, such as $25K for a Series A investment. Follow-on and other participating investors do not normally get expenses reimbursed. Angel, pre-seed, and seed rou...

1

Can I invest in SPVs using my VC fund?

Could my venture capital fund be utilized for investments in Special Purpose Vehicles (SPVs)? Could I invest in pass-through entities like Special Purpose Vehicles (SPVs) through my venture capital fund?

Top answer:

Investing in Special Purpose Vehicles (SPVs) should generally be avoided due to several potential consequences: 1. Tax extension for LPs: If you proceed with an SPV investment, you'll likely need to request that your Limited Partners (L...

1

Does a post money SAFE got diluted with the Series A?

I would like to know the step-by-step process. Scenario: I invested in the pre-seed round via a post-money SAFE of $100k at a $1M post-money CAP valuation. The startup reached Series A and raised $5M at a 50M valuation. How much company participation do I owe after the Serires A transaction is closed? 10%? Do I have the same preferred stocks that the company issued for the Series A investor(s)?

Top answer:

There are a lot of factors at play here. For example, if the company raised an additional SAFE after your investment, the dilution scenario will be different. It also depends on the terms of the Series A. Consider using this Cap Table an...

2

When is it best to create a Deal Memo?

Top answer:

A Deal Memo is a document designed to capture the rationale of the manager for doing a specific deal. The Deal Memo is used to explain your investment decisions to limited partners and to help the manager look back and refine deal making...

2

How should a portfolio company's valuation be updated when there there is a discount in the deal terms?

Question reformulated for clarity, but of course let us know if it does not address the original question. 

Top answer:

Generally speaking, if contemplating SAFEs, convertible notes, or other types of convertible instruments which feature a discount, the discount does not factor into the portfolio company's valuation. These are typically held at cost (wha...

1

How can an investor know if a startup issues a SAFE to another investor with a different valuation? How can the investor be aware of it or track it?

Question reformulated for clarity, but of course let us know if it does not address the original question. 

Top answer:

We recommend the investor add a Follow-On Investment Information Rights side letter to the SAFE. This would be something like:  While the Investor’s Safe remains in force, the Investor shall have the right to receive copies of subsequent...

2

Can my fund invest in a company that I angel invested in?

Top answer:

A fund typically requires approval from the Limited Partner Advisory Committee (LPAC) to proceed with a follow-on investment into a portfolio that was an angel investment of the general partner because it's a conflict of interest. 

 -  Mike Suprovici
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1

Not able to submit deal memo for review

Unable to submit the deal memo for review. The top right side button is disabled and on tab of submit - clicking on button does not work - tried on both safari and chrome on macbook.

Top answer:

As of now, deal reviews are for Decile Partners members only. Please visit Decile Launch for more information, and/or to apply.

 -  Matt Shields
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1

Integrations

Is there a way to integrate with platforms such as Notion or Airtable? It will be easier to manage deal flow. 

Top answer:

The platform currently integrates with Gmail, Microsoft Office 365 and SendGrid. We also recently released a Zapier integration for deal-flow and we have a number of additional integrations on the roadmap. 

 -  Mike Suprovici
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1

Could you please share best practice on how to write investment memo

could you share your favourite examples?

Top answer:

Go to: 1. Dealflow 2. Deal Memos 3. Add a deal Memo The tool is designed to ask you important questions about the deal and provide a good baseline. I would encourage you to also update these questions based on the approach of your thes...

1

Can a venture fund invest in a company organized as an LLC

Top answer:

VCs don't invest in LLCs. LLCs are pass through vehicles and issue K1s to all members, so all gains and losses are passed through to the fund, and the fund must pass them through to every LP. In addition to the MASSIVE accounting and tax...

1

Why create a deal memo?

Top answer:

A deal memo can help formalize your investment decision process. It provides an artifact to reference years later when you go back to look at your portfolio outcomes, exemplifies your process and values as a VC, and provides a vehicle fo...

1

Is investing in non-voting shares of a pre-seed company a non-starter?

Great company with good traction and an impressive founder. 

Top answer:

Generally speaking, investing in non-voting shares of a pre-seed company is not recommended nor best practice.  Notwithstanding the traction and founder, if a Delaware domiciled startup is raising funding in a typical pattern, it typica...

1

Is vesting as a requirement to invest in startups?

What are the common terms to ask for vesting when investing in startups?

Top answer:

The founders and employees of a startup must have vesting schedules to secure investment from reputable VCs. 

 -  Mike Suprovici
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1

Pro-Rata Negotiations

What critical factors do Venture Capitalists prioritize in negotiating demands for Pro-Rata terms, given their case-by-case nature?

Top answer:

A large percentage of pre-seed and seed investments are made with YC SAFE notes, in those cases the YC pro rata side letter is the accepted baseline, which provides a right to purchase shares in the following equity (conversion) round at...

1

Optimum diversification in pre-seed and seed stages

I would like to ask about the number of startup investments in both pre-seed and seed stages to reach optimum diversification for a Fund of about €10 Million. 

Top answer:

This is highly depended on the fund model and strategy. There is very big difference between pre-seed and seed. All factors considered here are some very high level guidelines: Pre-Seed:  ~50 companies Seed:         ~25 companies

 -  Mike Suprovici
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1

What are the different types of anti-dilution terms and when are they used?

for term sheets

Top answer:

There are two types of anti-dilution protections for investors: full-ratchet and weighted average. They sometimes get used in priced rounds and are not typically found in Convertible Notes or SAFEs. These type of protections are not foun...

1

Redeemable preferred warrants

What are best use cases for redeemable preferred warrants? I have heard they are most useful for seed rounds if founders want to maintain equity (by redeeming it) prior to a Series A, and I have also that they can be very expensive money. When does it make the most sense for an investor to issue them?

Top answer:

Sometimes, startups issue warrant coverage to sweeten the deal by providing investors with the opportunity to gain additional shares in the future at a lower price. Please note that most of the things you will 'hear' in the world of ven...

1

How long should it take to complete an investment in a pre-seed company from first meeting, through due diligence to execution of a SAFE or convertilble note?

Top answer:

There are a variety of factors that contribute to the investment timeline. For example, if you are the lead investor who is setting the terms, you will do significantly more due-diligence and try to help the company circle some more new ...

1

I was an entrepreneur in a startup, in which I have fulfilled my vesting requirements. Can this be considered as deal warehousing?

I was an entrepreneur in a startup, in which I have fulfilled my vesting requirements. Can this be considered potential deal warehousing?

Top answer:

It's possible for you to transfer your founder shares into the fund, however there are a number of issues with this approach. The shares are typically transferred at cost, and founders usually buy their shares at the onset of the company...

2

Deal Warehousing

Week 4 sprint asks for rockstar fast growing deals to warehouse. If a fund's focus is seed or pre-seed, i. e. before any or significant traction, how should one think about the definition of "fast growing rockstar deals"?

Top answer:

"Rockstar" companies at the angel or pre seed stage are identified by their ability to quickly raise a subsequent round of funding. Since companies at this stage may not have any business or product traction, the ability to raise subsequ...

2

Should I use exclusive agreements with investment targets?

Top answer:

As a venture capitalist, you should not use any lockups or other exclusivity agreements with potential investments. These are one-sided arrangements that only favor the venture capitalist and can be harmful to the potential portfolio com...

1

Create a term sheet for a startup

How do I put together term sheet fast and easy?

Top answer:

You can use a standard template like the SAFE. We recommend that you do not modify template. 

 -  Mike Suprovici
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1

Term Sheet for a Start Up

Is it possible to draft a term sheet for a start up venture without having to use a lawyer? Are there standard templates? Anything I should consider in deciding what to do?

Top answer:

We recommend that you do not attempt to draft a term sheet without a lawyer. However, you can use standard templates like the SAFE as long as you don't modify them. 

 -  Mike Suprovici
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1

Does it cost money to transfer an Angel deal into the fund's deal warehouse, either on the part of the startup or the fund? If so, what is the ballpark magnitude of the cost to transfer it?

Top answer:

The startup typically will retain their lawyer to manage this transaction because they want to control their cap-table. However, since it's a fairly common practice, the law firm can be pretty efficient here.  With respect to the fund, ...

1

Warehousing Investments from Limited Company + Warehousing Future Syndicated Deals

I've read that one can transfer/warehouse angel investments but not SPVs. I made some angel investments directly from my personal account and also from a limited company that I have, any concerns about transfering them from my company? I got a few deals that I am looking into and got some angels who join me on SPV and give me carry. Should I do my investment directly so I can warehouse it and do the SPV for the other angels?

Top answer:

Generally speaking, transferring a warehoused investment from an entity/company is fine so long as it is wholly owned by the investor.  Warehoused investments intended to be transferred to a fund should be invested into directly by the ...

1

If you're planning to transfer an angel investment as a warehouse deal, what should be the minimum size?

Good evening VC Lab team! The GPs of Plaintext have made recent angel investments that are in the $10-25k range each. We're hoping to raise a $10m fund so  these would typically be too small given we plan on making 30-40 investments.  Nonetheless, can/should we use them to fund our 1% GP commitment or as warehouse deals?  Thank you,  Fran

Top answer:

As a general rule of thumb, the minimum transfer of a previous angel investment into a VC fund should be a $25K position at cost. Transfers should resemble, as much as possible, what an actual investment looks like in terms of stage of e...

1

Deal Warehouse

I invested in a company as a fund employee (SAFT investment) deploying fund capital, but was also given an opportunity to invest my personal capital directly into the company's SAFT offering. Do I need to ask for permission from my prior fund to use my investment portion in the company to warehouse the deal? I think, not, b/c the purchase agreement is between me and the company, but would like to confirm.

Top answer:

If the agreement is between you and the company, then so will the warehouse transaction. 

 -  Mike Suprovici
0
8

SAFE Notes and their purpose

Wasn't the original purpose of SAFE notes to be a bridge to a near future priced round of equity instead of a round unto itself for 18-24 months of runway?

Top answer:

I created the original SAFE Note. It was designed to replace convertible debt, which was being used for all early stage financings from 2002 to 2007. The original purpose and purpose still today is to be a fast and easy financing vehicle...

0

What types of warehoused deals should you have?

What types of warehoused deals should you have?

Top answer:

There are two types of Deal Warehouse companies for a fund: a Pipeline deal and a portfolio Investment. For the Pipeline deals, the manager creates a strong relationship with the CEO of a target company and works to align the closing da...

0

What is Convertible Preferred Stock

What is Convertible Preferred Stock

Top answer:

A preferred stock that may be converted into common stock or another class of preferred stock, either voluntarily or mandatory at an agreed conversion ratio.  Other provisions may include dividends, liquidation preferences, voting or man...

0

What is a Convertible Note

What is a Convertible Note

Top answer:

An investment vehicle - a loan (at some nominal interest rate, but required) that converts into stock in the company when the company does the next Priced Round. This is done to: 1) avoid the legal overhead of a Priced Round and 2) avoid...

0

What is a SAFE Note (Simple Agreement for Future Equity)

What is a SAFE Note (Simple Agreement for Future Equity)

Top answer:

The SAFE Note is a  Simple Agreement for Future Equity - a legal document template facilitating streamlined investments in early-stage companies, reducing the need for legal process and expense. Current templates are maintained by YCombi...

0

What is a Special Purpose Vehicle (SPV)

What is a Special Purpose Vehicle (SPV)

Top answer:

In startup investing, an SPV is a legal entity (usually an LLC) used to roll up smaller investments from multiple investors into a single investment, to provide access to a deal with a larger minimum investment. The person or entity mana...

0

What is a Roll-Up Vehicle (RUV)

What is a Roll-Up Vehicle (RUV)

Top answer:

A company or investment fund that acquires and consolidates multiple smaller companies in a particular industry or sector. The goal of a roll-up vehicle is to create a larger and more diversified company with economies of scale, which ca...

0

What is Pari Passu

What is Pari Passu

Top answer:

"Pari passu" translates to "equal footing" or "on an equal basis."  In the investment context, it refers to situations where all investors have equal rights and privileges with respect to the assets and earnings of the company.

0

What is a Pro Rata

What is a Pro Rata

Top answer:

Pro-rata rights give an investor in a company the right to participate in a subsequent round of funding to maintain their level of percentage ownership in the company.

0

What is a Pro Forma

What is a Pro Forma

Top answer:

Financial projections of a company's future performance. These projections are typically used to model different scenarios and assumptions, to estimate the future revenue, expenses, and profitability of a company and evaluate the potenti...

0

What is a Priced Round

What is a Priced Round

Top answer:

A priced round refers to a type of funding round where a startup company raises capital from external investors by selling ownership stakes (equity) in the company at a predetermined valuation. A priced round is commonly used in later st...

0

What is a Lead

What is a Lead

Top answer:

The investor who sets deal terms (which may include legal aspects) performs due diligence, organizes other investors. Best practice is for a lead to create a deal memo summarizing the key investment aspects of the opportunity. The lead u...

0

What is a Valuation Cap

What is a Valuation Cap

Top answer:

A valuation cap is the price ceiling at which a SAFE or convertible note will convert into equity (usually preferred stock) at a future financing round. Valuation caps are commonly used to bridge the gap between an early-stage investment...

0

What is a Stage

What is a Stage

Top answer:

Refers to the maturity or development of a company. For example, a company in its early stages, such as a startup, may be considered a "seed stage" company, while a company that has grown and is approaching an initial public offering may...

0

What is Syndication

What is Syndication

Top answer:

Bringing together multiple investors for a collective investment. The investors may invest individually or part of an organized syndicate investment vehicle (an SPV or Single Purpose Vehicle) where the organizer or facilitator collects f...