March 20, 2021 Valuation, Cap Tables, Terms Sheets And Other Legal And .
March 20, 2021 Valuation, Cap Tables, Terms Sheets and Other Legal and Financial Considerations K r i s t i n F ox Va n ta g e Po i n t A d v i s o rs Pa t r i c k A n d i n g D L A P i p e r TheSDAngels.com SDAngelConf SDAC
Vantage Point Advisors Vantage Point Advisors is a leading provider of valuation services for tax reporting and compliance, financial reporting, transaction advisory, fairness and solvency opinions, litigation support, and other business advisory services, with offices in San Diego, Los Angeles, Portland, Seattle, New York and Dallas-Fort Worth. Kristin Fox Vantage Point Advisors Director of Business Development 11455 El Camino Real, Suite 450 San Diego, CA 92130 kfox@vpadvisors.com Direct 773.251.5731 TheSDAngels.com SDAngelConf SDAC
DLA Piper DLA Piper is a global law firm with lawyers located in more than 40 countries throughout the Americas, Europe, the Middle East, Africa and Asia Pacific, positioning us to help clients with their legal needs around the world. Patrick Anding DLA Piper Partner 4365 Executive Drive #1100 San Diego, CA 92121 patrick.anding@dlapiper.com Direct 415.603.8150 TheSDAngels.com SDAngelConf SDAC
AGENDA What we hope to accomplish today: Review the principal types of seed financing Debt, Equity, Alternative Key Terms Benefits / Risks Explain the basics of valuation and considerations that should be top of mind for early stage founders during negotiations Provide an understanding as to why valuation is important in protecting founders’ ownership TheSDAngels.com SDAngelConf SDAC
Poling Question Are you an entrepreneur or an investor? Entrepreneur Investor If an investor, how many investments do you make per year? 1-2 3-5 5 If a founder, what category do you fall into from a fund-raising stage perspective: Pre-Seed Seed Series A TheSDAngels.com SDAngelConf SDAC
Principal Types of Seed Financing Cash contributions by founders Convertible debt / bridge financing SAFEs (Simple Agreement for Future Equity) Preferred stock equity financing (Series Seed) TheSDAngels.com SDAngelConf SDAC
Founder Cash Contributions Initial fund raising from 3rd parties can take 6-12 months. Companies have expenses prior to 3rd party investment: Incorporation costs Software development / prototyping / wireframes License fees (software, patents, trademarks) Domain names / websites Travel expenses Accounting expenses / tax filing Legal fees Office space Consultants / employees / service providers Founders often provide their companies with initial working capital for startup expenses and early development expenses. TheSDAngels.com SDAngelConf SDAC
Founder Cash Contributions Four ways to structure a cash contribution: Contribution to capital Upside increased cost basis in their common stock; cheap & easy. Downside founders don’t get their money back. Upside get more shares of common (but they have so many already!). Downside sets value of common stock; tax implications for other founders; increases the exercise price used for option grants (409A). Purchase common stock Invest in SAFEs, convertible debt or preferred equity. Upside get additional company securities with investor terms. Downside legal fees; complexity of documentation; investors may not like the terms if founders set terms; may need to wait for 3rd investors before contributing cash. Founder loan (non-convertible promissory note) [My Preference] Upside No 409A issues; simple & cheap, founders can sometimes get repaid by company (or convert in next round on investor terms), most flexible. Downside Liability on balance sheet, interest accrual. TheSDAngels.com SDAngelConf SDAC
Founder Cash Contributions Founder Loan Short Form Promissory Note Non-convertible note. Simple interest (don’t forget AFR). Maturity earlier of 3 years or time of first financing. Can be set up to accommodate multiple loans. TheSDAngels.com SDAngelConf SDAC
Seed Money / How Much? “How much should I Raise?” This is business not legal, but startups need our help with this. This is an opportunity to win clients on the basis of business experience and guidance. Answer should be driven by: Near-term capital needs based on development roadmap & business Long-term fund raising plan based on valuation inflection points Raise to and through next valuation milestones Typical funding raising cycle from first pitch to close can be 6-12 months What does the founder need to show the next round of investors (data, product market fit, validation, patents, prototype)? What do you want in the next pitch deck? Build towards that! TheSDAngels.com SDAngelConf SDAC
Convertible Notes / SAFEs Convertible debt aka convertible promissory notes, bridge notes, bridge financing, converts, convertibles. Simple Agreement for Future Equity aka SAFEs, Safes, Safe Notes (though not really “note”). Both solve the early stage valuation problem Early stage companies hard (maybe, impossible) to value (no revenue, no assets, etc.). How do you negotiate with investors? If priced, would be so low investors would own the company. Companies want to raise money to execute plan to reach value inflection points, then value company in priced round. Like prepaying for stock in the equity round. TheSDAngels.com SDAngelConf SDAC
What Is A Convertible Note? A debt instrument with, among other features: Automatic conversion . . . . . . of principal and interest . . . . . . into capital stock . . . . . . typically at a discount . . . . . . in a financing in which a minimum threshold is raised (“Qualified Financing”) Ability to default; creditor status. TheSDAngels.com SDAngelConf SDAC
Purpose of Note/SAFE Offerings Unlike traditional debt, the expectation of the Note investor and the issuer is not that the investor will receive a return equal to principal plus interest, but instead . . . Expectation is that the investor will become an equity holder when Qualified Financing achieved. SAFEs have a similar purpose as Notes, but eliminate concept of ability to foreclose on assets, maturity date and accrued interest. TheSDAngels.com SDAngelConf SDAC
Perceived Benefits for the Issuer Faster and cheaper to close then Preferred Stock (fewer documents and terms to negotiate, no charter amendment). Able to avoid pricing the round. Q: how does that impact FMV of common? SAFEs, as compared to Notes, have additional benefit for issuers of eliminating debt features. Enables ability to customize pricing and other deal terms for particular investors. TheSDAngels.com SDAngelConf SDAC
Perceived Benefits for the Investors Faster and cheaper! Important to remember that the investors money is paying for the both issuer and investor transaction expenses. So more cash for the company. Less negotiating / friction with founders. Some investors (particular angels) appreciate the debt concept and priority in liquidation. For more most startups, this doesn’t matter as most have little/no liquidation value. SAFES mirror the same priorities by contract, but some investors are still suspicious. TheSDAngels.com SDAngelConf SDAC
Later Stage Convertible Debt / SAFEs Standard for early stage, pre Series Seed/A. But also used in later stage–Post-Series A (often Post Series B or C). Bridge the gap between equity financings or before a sale. Typically, later stage non-equity financing are debt and not SAFEs, but that has been evolving. TheSDAngels.com SDAngelConf SDAC
Transaction Documents Term Sheet Summarize the key business terms of the financing. Not as common in SAFE financings. Note Purchase Agreement Not used in SAFE financing, but used in most debt financing by custom, though not all. Sets the amount of notes that can be sold and establishes the timeframe for sale of notes (multiple / rolling closes). Company and investor representations. Sometimes additional commercial terms or investors rights. Form Convertible Notes / SAFE The security and/or evidence of indebtedness. Contains principal, interest rate, terms of the repayment & conversion, events of default and other core terms. TheSDAngels.com SDAngelConf SDAC
Transaction Documents Warrants Rare for seed capital investments. More common in later stage investments. Security Agreement Rare for startup seed investments No assets to provided security. Subordination Agreement Rare in early stage investments, unless there is already outstanding debt, such as bank line. Board and Stock Consents Always needs board consent. Sometimes need stockholders consents (waiver protective provision or negative covenants; interested party disclosure, disinterested 3rd patty consent). Other 3rd party consents (other lenders)? TheSDAngels.com SDAngelConf SDAC
Key Terms Size of offering Period of additional closings. Multiple/rolling closes. Maturity Date. For Notes (but not SAFEs): payable upon demand after maturity (typically, 1-3 years). Only pre-payable with holder consent Interest (but not SAFEs). 4-8% Automatic conversion trigger. Size of equity raise that triggers a conversion (i.e. what qualifies as a “qualified financing”). YC SAFES no threshold, just sale of preferred stock in priced round. Typically, set to target for first equity round. 1M- 3M Should be more than the bridge round. TheSDAngels.com SDAngelConf SDAC
Key Terms Conversion price Discount off priced round (approx. 10-25%), Price based on valuation cap. Lesser or discount of valuation cap. (Market) Optional conversion on maturity. Into common stock or preferred at agreement upon price. Never allow FMW conversion price! Event of default (but not SAFEs). Can include CoC to ensure no overhang on exit. Amendment/voting thresholds. Holders of majority of principal; sometimes lead has block. Important for debt as extending the maturity date is common. TheSDAngels.com SDAngelConf SDAC
Key Terms Conversion price Discount off priced round (approx. 10-25%), Price based on valuation cap. Lesser or discount of valuation cap. (Market) Optional conversion on maturity. Into common stock or preferred at agreement upon price. Never allow FMW conversion price! Event of default (but not SAFEs). Can include CoC to ensure no overhang on exit. Amendment/voting thresholds. Holders of majority of principal; sometimes lead has block. Important for debt as extending the maturity date is common. TheSDAngels.com SDAngelConf SDAC
Key Terms Definition “Fully-Diluted Capitalization” for calculating conversion price. Does it include full option pool, only issued options, other convertible notes or Safes, warrants issued with other debt. Newest yCombinator used “Post-Money” calculation instead of pre-money calculation. Treatment in change of control. For Notes: if acquired prior to conversion, repayment with premium (typically, principal interest premium of 50% to 200%). For SAFEs: if acquired or IPO prior to conversion, investor can elect either repayment of investment without premium or convert at the “Liquidity Price” (treated as if converted at valuation cap). TheSDAngels.com SDAngelConf SDAC
Key Terms Converts into Preferred Stock. Liquidation preference based on new investor per share purchase. Conversion price is discounted, so the note/SAFEs are paying less than the liquidation preference. Example Series Seed share price of 1.00 20% discount means notes/SAFEs paying 0.80 If converting 800,000 of Notes/SAFEs then 1M preference. Difference in conversion price to liquidation preference can be very meaningful when using valuation caps. SAFEs solve for this by creating “SAFE Preferred” where conversion price and liquidation preference are the same. TheSDAngels.com SDAngelConf SDAC
Additional Investor Asks in SAFE/Note Financings Additional rights. Less common in Note and SAFE financing with institutional investors; but some ask. Participation rights. Most favored nations rights. Security interest in assets; blanket subordination by future lenders or creditors. Major investor approval of amendments. Negative Covenants. Cover legal expenses for review of legal documents upon conversion. Board observer (or board seat). Information rights. TheSDAngels.com SDAngelConf SDAC
Investor Considerations Pros: Simpler mechanism than Preferred Stock to deploy small amounts of capital Valuation cap and discount provide built-in anti-dilution and price protection until next priced round. If there have been prior priced rounds, convertible note provides structural liquidation preference until converted. TheSDAngels.com SDAngelConf SDAC
Investor Considerations Cons: Rights, protections and diligence often lighter than priced round. Typically no board seat and little or no mechanisms for management oversight and control. Since not a stockholder, does board owe investor fiduciary duty? TheSDAngels.com SDAngelConf SDAC
What’s Market (According to Data) Interest 87% of deals less than 8% Maturity 78% of deals greater than 12 months Discount 60% of deals have a 20% discount 20% of deals have a discount above 20% 20% of deals have a discount below 20% Valuation Cap 69% of deals have valuation cap Mean in 2019 for valuation cap was 9M Mean Q1 of 2020 for valuation cap was 4M Warrants Less than 2% Source: Wilson Sonsini Q1 2020 Entrepreneurs Report for Pre-Seed convertible debt rounds TheSDAngels.com SDAngelConf SDAC
What’s Market (My take) Interest 4-8% simple interest, typically 6% Maturity 2 years Discount 20% Valuation Cap 4M to 10M Depending on sector and target Seed/Series A valuation Conversion Trigger 2M Change of Control Principal interest premium equal to 100% of principal If you offer terms in this range, you’ll be in the market. TheSDAngels.com SDAngelConf SDAC
Poling Question Are you considering utilizing convertible debt or a SAFE to raise a seed round of financing? If so, what discount is market? 5% 10% 20% 30% TheSDAngels.com SDAngelConf SDAC
Venture Debt: truly non-dilutive? Venture debt providers coin their financing options as “non-dilutive capital”. But is it really? What to be aware of Venture term loans typically have warrant coverage. This means you are being offered a typical interest bearing loan but also giving the lender essentially “options” to own an equity stake in the future, above a fixed strike price. Convertible notes often seem attractive but discount factors at conversion can overly dilute founder’s ownership. Example to follow. High yield debt with no equity component can still trigger dilution. How? Above market interest rates mean a higher burn rate and less cash flow retained. This equates to a shorter cash runway and the need to fundraise that next round earlier (triggering earlier than necessary dilution). TheSDAngels.com SDAngelConf SDAC
Raising convertible debt – why the discount matters Most “first-in” debt financiers want a discount on their future conversion to equity and that discount matters Assume 1,000,000 convertible promissory note at 8% interest Next qualified financing (“NQF”) / conversion is 2 years from issuance date Interest accrued would be 160,000 Principal and interest would be 1,160,000 at NQF 10,000,000 shares of common stock are outstanding in addition to the convertible note. The next qualified financing issue price is expected to be 1.00. TheSDAngels.com SDAngelConf SDAC
Raising convertible debt – why the discount matters Ownership given up with no discount 10.4% Converts into 1,160,000 shares 1,160,000 / ( 1.00 * (1 – 0%)) 1,160,000 Ownership given up with conversion at 20% discount 12.7% Converts into 1,450,000 shares 1,160,000 / ( 1.00 * ( 1 – 20%)) 1,450,000 Ownership given up with conversion at 50% discount 18.8% Converts into 2,320,000 shares 1,160,000 / ( 1.00 * ( 1 – 50%)) 2,320,000 TheSDAngels.com SDAngelConf SDAC
Series Seed Equity Financings Preferred vs Common Stock Common stock is generally used for compensatory purposes (i.e., as a form of payment to employees, board members, consultants, advisors and other service providers) and issued to founders at incorporation. Preferred stock is generally used for investment purposes and has many more rights, preferences and powers than common stock. Common stock is typically “priced” at a lower price than preferred stock (i.e., for option granting purposes). Preferred stock issued through the creation of multiple “series”. Common stock typically a single series/class, though occasionally companies my implement multiple classes of common stock to provided for different voting rights or governance controls. Preferred stock is typically convertible into common stock. TheSDAngels.com SDAngelConf SDAC
Preferred Stock Authority in Delaware General Corporate Law § 151 Classes and series of stock; redemption; rights (a) Every corporation may issue 1 or more classes of stock or 1 or more series of stock within any class thereof, any or all of which classes may be of stock with par value or stock without par value and which classes or series may have such voting powers, full or limited, or no voting powers, and such designations, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions thereof, as shall be stated and expressed in the certificate of incorporation or of any amendment thereto, or in the resolution or resolutions providing for the issue of such stock adopted by the board of directors pursuant to authority expressly vested in it by the provisions of its certificate of incorporation TheSDAngels.com SDAngelConf SDAC
Overview of Preferred Financing Stock Terms Economic Terms Valuation Anti-dilution protection Investment amount Use of proceeds Liquidation preference Conversion features Dividends Other Deal Terms Control / Governance Protective provisions Board composition Management rights Observer rights Information rights Post-closing covenants (D&O insurance, mandatory board meetings) Redemption rights Registration rights Preemptive rights ROFR/Co-sale Pay-to-play TheSDAngels.com SDAngelConf Legal option Multiple closing / single closing / tranches & milestones Reincorporation (DE, convert from LLC) Exclusivity / no-shop period Due diligence Founder/employee vesting Employment agreements, noncompetes, non-solicits Legal expenses Confidentiality Regulatory matters Commercial agreements IP matters SDAC 35
Series Seed Financing Terms Series Seed Preferred Stock “Series Seed” equity rounds begin to in Silicon Valley in late 2000s Technology advances allowed for companies to launch with less money than typically needed in “Series A” financing ( 1.5M vs 4M). Typical Series A terms too complicated for a small financing and some investors really do want equity (rather than convertibles). Series “Seed” was intended to reduce transaction costs for equity rounds by limiting the terms/rights and documentation. Also, allowed for higher valuations at Series A and beyond, which founders and VC funds liked optically. TheSDAngels.com SDAngelConf SDAC
Seed Series Equity Financing Terms Following the trend, attorneys from Fenwick & West released form Series Seed Documents that striped away many standard Series A terms. The documents removed : Preferential dividends Price-based antidilution protection Redemption rights Closing conditions or closing certificates Legal opinion Many reps & warranties Registration rights Management covenants Co-sale rights See: https://www.seriesseed.com/ TheSDAngels.com SDAngelConf SDAC
Seed Series Equity Financing Terms So what remained were 30 pages, rather than 100 pages of documents. Economic Terms Control / Governance Valuation Investment amount Liquidation preference Preemptive/participation rights ROFR over founder’s stock sales TheSDAngels.com SDAngelConf Protective provisions Board composition Observer rights Information rights NEW: Most-favored nation status with rights the investors in the next round of financing get SDAC
Series Seed Equity Financing Terms Adoption of “Series Seed” help contribute to increasing valuations for Series A and beyond. Founders liked this because a higher valuation Series A had the optics of being a more successful, in-demand, or “hot” startup. Companies eventually even began having “Series Pre-Seed” financings. Today, a tech company may have a SAFE/debt financing, a Pre-Seed, Series Seed, and Series Seed-1 before raising a Series A. As valuations increased through out the 2010’s, Series Seed financing began looking a lot more like a Series A. Series Seed financing today have many or most of the standard Series A terms (antidilution, preferential dividends, registration rights, management rights, etc.). Today, many investors use “Series Seed” and “Series A” to refer to the same set of rights, preferences, and powers. TheSDAngels.com SDAngelConf SDAC
Poling Question Do you know the range of multiples companies in your industry are trading at? Do you have a financial forecast for your startup? Yes No If you answered yes, is your forecast: High Level Detailed TheSDAngels.com SDAngelConf SDAC
Equity Valuation Valuation: how much the company is “worth” No matter how a Company will be financed, valuation will play a major role in the terms Negotiated terms between the company and the investors using many different data points Simplified - All business valuations hinge upon 3 main factors: 1) Growth 2) Cash flow generation (margin & earnings) 3) Risk Investors pay for future expected cash flows (earnings). Underlying assets (systems, products/services, or technologies, etc.) produce that expected cash flow. The rate of return captures the risk of achieving those cash flows. Most SDAC affiliated companies currently are: High risk; Low to no margin/earnings; But with hyper growth potential. TheSDAngels.com SDAngelConf SDAC
Basics of Valuation All companies, even early stage start-ups, can be valued using one of 3 main valuation approaches: Income Approach Capitalization of Earnings Discounted Cash Flow Market Approach Guideline Public Company Transaction Analysis Cost Approach Replacement Cost Analysis Enterprise Value Balance Sheet Adjustments Equity Valuation TheSDAngels.com SDAngelConf SDAC
Basics of Valuation Income Approach – Discounted Cash Flow Method Where the company’s future performance discounted at an applicable rate of return indicates its worth today. Should include future efforts of built-out management team and the benefits of the capital raise. Discount rate selection is big. Using a public company cost of capital (single digits or low teens) will over inflate your valuation and make you look unsophisticated to some investors. Using a typical venture-backed rate of return (20%-40%) is appropriate and will make you look like you know what you’re doing! TheSDAngels.com SDAngelConf SDAC
Basics of Valuation Market Approach – Guideline Public Company Method or Guideline Transaction Method Pricing pre-money value off of multiples of future, projected metrics. Examples: Pre-money valuation based off 2x 3-year forward revenue forecast or 8x 3-year forward EBITDA forecast. Cost Approach – Replacement Cost Method Method is applicable for tech companies where developed IP is the main asset of the company. Aggregation of the amount spent to date (including sweat equity) multiplied by an expected yield. TheSDAngels.com SDAngelConf SDAC
Equity Valuation Valuation is expressed in terms of pre-money and post-money. Pre-Money is the valuation of the company before VC’s invest The Number of Shares Outstanding On a Fully Diluted Basis Multiplied by the Share Price The Proposed Pre-Money Valuation Post-Money is the valuation after investment Pre-money VC Investment Post-money How much of the company are the current stockholders willing to give up. TheSDAngels.com SDAngelConf SDAC
Valuation VS. % Equity Ownership Valuation vs. percentage of equity ownership For early stage company, valuation is very subjective and based on forward looking opportunity. During negotiations, oftentimes valuation will end up being a proxy for ownership percentage. Post-money ownership percentage for investors is: Investment amount divided by post-money valuation Post-money valuation pre-money investment amount TheSDAngels.com SDAngelConf SDAC
Valuation VS. % Equity Ownership Example: “We’re willing to put 3M in at a 6M pre-money valuation” “We need to have 33.33% of the company if we are going to invest 3M” Post-money 6M (pre) 3M (new cash) 9M Investors Ownership 3M / 9 33.33% Founders ownership 100% - 33.33% 66.66% TheSDAngels.com SDAngelConf SDAC
Valuation: why it’s important to startups A Simple Example – Most startups use the basic formula of how much ownership they are willing to initially give up and how much they need to fundraise. As follows: Seeking to raise 1 million in Series A Current shares outstanding are 100 I’m only willing to give up 20% ownership Post-Money 1 million 20% 5 million Now 25 Series A shares out of 125 total shares Pre-Money 5 million post-money less 1 million invested 4 million TheSDAngels.com SDAngelConf SDAC
Valuation: why it’s important to startups What if a full valuation was performed and the Co. determined its pre-money value was actually 7 million? Post-Money 7M Pre- 1M raised 8M 1M/ 8M 12.5% ownership given up The owners have managed to keep 7.5% more ownership than at the 4M Pre- . We’ve thwarted off unnecessary dilution! Valuation equally important for debt financing where lenders focus on solvency metrics. Loan to enterprise value - 1M/ 4M 25% Loan to enterprise value - 1M/ 7M 14% TheSDAngels.com SDAngelConf SDAC
Summing it Up But remember ultimately, your Co. pre- valuation is what market is willing to bear. the A prominent VC once said that funding a company’s first round comes down to largely 2 things: 1) Do I TRUST this founder? 2) Did this pitch BORE or CONFUSE me? TheSDAngels.com SDAngelConf SDAC
FEATURES TO BE AWARE OF (INVESTOR FAVORABLE) Financing Feature Debt – warrant coverage Debt – deep discount conversion %’s on convertible notes Debt – above market interest rates Equity - participation Equity – cumulative dividends Equity - 1:1 conversion Equity - 1x LP 51
Poling Question Founders: Are you raising capital in the next 6 – 12 months? If so, what amount are you looking to raise? 100K - 250K 250K - 2M 2M TheSDAngels.com SDAngelConf SDAC
First Republic Bank Innovators Toolkit Open a New 250K Business Checking Account 409A Valuation – Vantage Point Advisors, Inc. 2020 Bonus Cash Other Benefits ges/university-of-san-diego-startups TheSDAngels.com SDAngelConf SDAC
THANK YOU TheSDAngels.com SDAngelConf SDAC
Valuation, Cap Tables, Terms Sheets and Other Legal and Financial Considerations. Kristin Fox Vantage Point Advisors. Patrick Anding DLA Piper. TheSDAngels.com. March 20, 2021. SDAC. Vantage Point Advisors. Vantage Point Advisors is a leading provider of valuation services for tax . (409A). Invest in SAFEs, convertible debt or .
Automated Valuation Models (AVMs) are computer-based systems which encompass all data concerning real estate in a particular area and are capable of producing more consistent valuation reports within a short time. Traditional valuation methods employed by valuers somewhat delay the valuation process. For
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