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How To Read A Startup Term Sheet

“Startup raises $X million at a $Y million valuation.” A version of that headline may someday announce your company’s Series A funding. But behind those bold-faced numbers you’ll find a list of critical provisions that will impact your startup’s course and determine how much you and your employees make in the event of an exit. They’ll be laid out in detail in a term sheet. We talked to VCs and founders whose advice will help you understand what these critical provisions all mean.

Perhaps no single piece of paper is as pivotal in determining your startup’s future as the term sheet for proposed financing. In as little as 500 words, a VC’s term sheet lays out the financial terms of the investment, how much your startup will be worth, who will control it and who will profit the most if the company is sold or goes public.

The term sheet is akin to a letter of intent. Once signed, it opens up a process of negotiation between your founding team and a VC that will result in a legal document detailing their investment. But given that final investment agreements typically follow the road map laid out by the term sheet, it is essential that you understand its provisions and their implications, and develop a negotiating strategy.

What’s more, your first Series A term sheet will likely serve as the blueprint for any succeeding funding rounds, enhancing provisions favorable to you or magnifying mistakes that could result in loss of control or a smaller payout in the event of an acquisition.

While no two venture capital term sheets are exactly alike, they do tend to follow similar outlines. There are plenty of examples available online that should help you understand what they’re about.

People before terms

First, though, a word of advice from Andrew Beebe, managing director of San Francisco investment firm Obvious Ventures and a startup founder himself. Beebe says you shouldn’t get lost in the specific provisions of a term sheet at the expense of what matters most.

“The most important term in the term sheet is not a legal one — it’s really who you’re working with,” Beebe says. “Who’s the firm, and who’s the partner or lead on your deal? Choose wisely.”

Don’t fixate (too much) on valuation

If your eyes focus immediately on the top of the term sheet, that’s understandable. It’s there that the dollar amount of the investment is specified and translated into the investors’ ownership percentage, and that the valuation of your company is set.

This is one of the most important parts of the term sheet. Depending on the valuation of your startup, venture investors in a Series …

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