Exploring clean vs dirty terms in startup financing, highlighting liquidation preference, cumulative dividend structures, and anti-dilution provisions. Importance of understanding these terms for fair deals amidst down rounds. Delving into complexities of investment terms, including protections like liquidation preferences and anti-dilution mechanisms. Transition from convertible notes to safes for streamlined agreements and strategic advantages. Nuances of convertible notes vs safes, focusing on maturity dates and conversion events.
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Quick takeaways
Investors are offering clean term sheets with 1x non-participating preferred security, while dirty terms include senior liquidation preference and full ratchet anti-dilution protection.
Shift towards Simple Agreements for Future Equity (SAFEs) over convertible notes provides flexibility and simplification in early-stage investments, especially in pre-seed and seed funding rounds.
Deep dives
Understanding Clean Terms vs. Dirty Terms in Term Sheets
Investors are increasingly offering clean term sheets with structured terms. Clean terms involve a 1x non-participating preferred security where investors can choose between liquidation preference or converting to common stock. Conversely, dirty terms include senior liquidation preference, multiple liquidation preference, cumulative dividend structures, mandatory redemption rights, and full ratchet anti-dilution protection.
Impact of Structured Terms on Founders and Investors
Structured terms like senior liquidation preference and multiple liquidation preference can heavily impact founders and common shareholders. These terms prioritize investor protection but can lead to significant dilution for founders. Full ratchet anti-dilution protection can drastically lower conversion prices, causing challenges for companies in down rounds. Founders are advised to prioritize clean term sheets to maintain alignment and simplicity in equity structures.
Transition to Safes from Convertible Notes
Over the past decade, there has been a shift towards using Simple Agreements for Future Equity (SAFEs) over convertible notes. SAFEs do not carry interest rates or maturity dates, providing more flexibility for investors and founders. While some finance professionals prefer convertible notes for their familiarity, SAFEs have become a common choice, especially in pre-seed and seed funding rounds, simplifying the terms and structures of early-stage investments.
In Part II of our series on term sheets, Closing Time co-hosts Halle Tecco and Michael Esquivel unpack "clean” and “dirty” terms in startup financing.
With the pressure to maintain high headline valuation numbers, investors often grant founders their desired valuations while sneaking in terms that our resident lawyer Michael does not like.
The episode breaks down the nuances of terms like liquidation preference, liquidation multiples, cumulative dividend structures, anti-dilution provisions—and the trade-offs founders must consider between valuation and terms.
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