How to Read a VC Term Sheet: A Comprehensive Guide

April 21, 2023
A term sheet outlines the terms and conditions of a proposed investment. It is a critical document in the startup world, as it lays out the terms of the deal and serves as a starting point for negotiations while raising funds.
As an entrepreneur, you need to understand how to read a term sheet to make informed decisions about investments. However, we realise that reading a term sheet can be an overwhelming process, especially if you are unfamiliar with the jargon and legal language used in the document. 
In this article, we will walk you through everything you need to know about reading a term sheet, including key terms and common provisions that you must look out for.

Key Terms �

Before diving into a term sheet, it's important to understand some key terms. These terms are crucial for understanding the proposed investment.
1. Valuation: This is the pre-money valuation of the company, which is used to determine the percentage of the company that the investor will receive in exchange for their investment. Valuation is a critical term because it determines how much the investor will pay for their ownership stake in the company.
2.Liquidation Preference: This determines the order in which investors will be paid in the event of a sale or liquidation of the company. Liquidation preference is important because it impacts how much money investors will receive if the company is sold or liquidated.
3.Anti-Dilution: This protects investors from the dilution of their ownership percentage in the company in the event of a down round. Anti-dilution is a crucial term because it impacts the value of the investor’s ownership stake in the company.
4.Board of Directors: This outlines the composition of the board of directors and the rights and responsibilities of each member. The board of directors is an important aspect of the company's governance structure, and understanding the rights and responsibilities of each member is crucial for making informed decisions.

Let's dive into the details! 🔎

1. Understand the structure

A term sheet is typically divided into several sections, which include investment amount, valuation, liquidation preference, anti-dilution provisions, voting rights, board of directors, dividends, redemption rights, protective provisions, information rights, and restrictive covenants. In order to understand the document, it is important to be familiar with the structure of the term sheet, which will help you navigate it more easily.

2. Pay attention to the details

Term sheets can be complex documents with a lot of legal and financial jargon. It is important to pay close attention to the details to make sure you understand what you are agreeing to. Furthermore, if there are any terms or provisions that are not clear, you should not hesitate to ask questions or seek advice from an attorney or financial advisor. This is because it is better to have a clear understanding of the terms before signing a deal.

3. Look for deal breakers

While a term sheet is not a legally binding document, it is a roadmap for the deal. Therefore, it is important to look for any deal breakers that could cause the deal to fall apart. For example, if the investor insists on a liquidation preference that is too high, it could make it difficult for the company to raise additional capital in the future. Thus, it is important to understand the terms and conditions of the term sheet to know whether the deal is feasible.

4. Negotiate the terms

A term sheet is not set in stone, and there is room for negotiation. If there are terms that you are not comfortable with, you can try to negotiate better terms. However, it is important to remember that the negotiations should be collaborative and respectful. Negotiating with a potential investor or business partner is a critical step in creating a deal that is beneficial for all parties involved.

5. Consider the context

When reading a term sheet, it is also important to consider the context in which the document is presented. For example, if the term sheet is for a seed round of funding for a startup, the terms may be more favourable to the investor than the company. On the other hand, if the term sheet is for a later stage of investment, the terms may be more favourable to the company. Therefore, understanding the context of the deal is important in assessing the terms of the term sheet.

6. Seek professional advice

Another important consideration when reading a term sheet is the level of experience and expertise of the parties involved. If you are a first-time entrepreneur, it may be beneficial to seek advice from an experienced attorney or financial advisor to help you navigate the terms and understand the potential implications of the deal. Seeking professional advice can help you understand the legal and financial aspects of the deal, which can help you make informed decisions.

7. Remember the legal implications

In addition, it is important to keep in mind that a term sheet is just the beginning of the negotiation process. Once the terms are agreed upon, a more detailed and legally binding agreement, such as a Stock Purchase Agreement or an Asset Purchase Agreement, will need to be drafted and signed by all parties involved. Therefore, it is important to understand the legal implications of the deal and the terms outlined in the term sheet.

Keep an eye out for these Provisions 👁

In addition to these key pointers, there are several common provisions that you should look for in a term sheet. These provisions outline the conditions and terms of the investment and are crucial for understanding what is expected of both the investor and the company.
Funding: This outlines the amount of funding the investor is providing and the conditions for releasing the funds. Understanding the funding conditions is important for planning the company's operations and growth.
Use of Funds: This outlines how the funds will be used by the company. Use of funds is important because it determines how the company will allocate the investment and whether it aligns with the investor's expectations.
Governance: This outlines how the company will be managed, including the rights and responsibilities of the board of directors. Governance is important because it impacts the company's decision-making processes and the investor's involvement in the company's operations.
Intellectual Property: This outlines the ownership and use of the company's intellectual property. Intellectual property is an important asset for many startups, and understanding the terms of ownership and use is crucial for protecting the company's intellectual property rights.

Top Red 🚩to look for in a VC Term Sheet

1. Protective Provisions: These provisions serve to safeguard the interests of venture capitalists (VCs) and may impose certain restrictions on the company's financial decisions. They can limit the amount of debt that can be incurred without VC consent, impose restrictions on increasing authorized shares for new funding or employee distribution, and allow for additional revisions to the certificate of incorporation.
2. Full Ratchet Anti-dilution: This protection mechanism can have a significant impact on common shareholders during a down round, which occurs when a company's valuation decreases in consecutive funding rounds. The most founder-friendly form of anti-dilution is a broad-based weighted average, followed by a narrow-based weighted average.
3. Cumulative and Payment-in-Kind (PIK) Dividends: Cumulative dividends ensure that investors receive a specific level of return, which is not commonly seen in early-stage deals. PIK dividends, on the other hand, increase the liquidation preference for preferred stock and gradually dilute the founder's control over time. In terms of dividends, the term "noncumulative" is the most favourable for founders.
4. Participating Preferred Stock: This type of stock is not the standard option, providing founders with an opportunity to negotiate against it. Participating preferred stock grants certain rights to preferred stockholders, which can heavily favour them over other shareholders.
5. Liquidation Preference Above 1x: If the preferred stock carries a liquidation preference of, for example, 2x, it guarantees that investors receive double their initial investment before any distribution is made to common stockholders.

Reading a term sheet can be intimidating, but it is crucial for entrepreneurs seeking investment. Understanding the key terms and common provisions outlined in this guide is a great starting point. However, it is important to remember that each deal is unique, and there may be additional steps involved in reading a term sheet depending on the specific circumstances of the deal.
As always, it's important to consult with legal and financial advisors to ensure that you fully understand the terms of any investment agreement. With the right approach, reading a term sheet can be a valuable tool in creating successful business deals.
By understanding the structure of the term sheet, paying attention to the details, looking for deal breakers, negotiating the terms and considering the context, entrepreneurs and investors can create a deal that is beneficial for all parties involved.