Term Sheet

A term sheet is a non-binding document that defines the terms and conditions under which an investor makes an investment in a startup or business. It is a preliminary agreement that offers detailed negotiations and drafts formal, binding legal documents. The term sheet is a framework for the deal, that ensures agreement of both the parties on the major aspects before making the investment.

What are the important parts of a Term Sheet?

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    Valuation

    There is a pre-money valuation that happens before making the investment. Then, there is post-money valuation after investment is made.

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    Amount of Investment

    The amount of money that the investor puts in the company.

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    Security types

    Defines the types of securities issued like common stock, preferred stock, or convertible notes.

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    Percentage of ownership

    The percentage of company that the investor owns after the investment.

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    Board composition

    Details about the structure of the company’s board of directors that includes the details of how many seats the investor will hold.

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    Liquidation Preference

    Defines the order in which the investors get paid in the event of liquidation or sale of the company. This often includes a multiple of the original investment.

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    Anti-Dilution Provision

    Protections for investors to prevent the dilution of their ownership percentage in future financing rounds.

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    Right to vote

    Defines the voting rights of the new shares compared to the older ones.

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    Dividend

    Details on whether the chosen shares will have dividends. If it is so, how will they be calculated and shared within the investors.

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    Vesting Schedule

    Terms to vest the equity of founders and employees to ensure that they remain connected with the company for a long time.

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    Right to refuse and co-sale

    It gives the right to investors to purchase shares before they are put up for sales to outside party.

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    Right to conversion

    Details on how and when the preferred shares can be converted into common shares.

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    Preceding conditions

    Any conditions to be met before the investment proceeds.

What is the importance of Term Sheet?

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    Clarity and Agreement

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    Guiding Documentation

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    Negotiation Framework

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    Investor Protection