Administration

Term Sheet Explainer

Pre-money & Post-money Valuation

Pre-money is the valuation of the company before receiving new capital; post-money is pre-money plus the amount of capital mobilised. This is the basis for calculating the ownership percentage investors receive.

Worked example

Pre-money 40 billion, additional call 10 billion → post-money 50 billion. Investors own 10/50 = 20%.

The content explains general concepts, not legal advice. Actual terms need to be reviewed by a lawyer.

Understand tools

How this tool helps and the terms you need to know

The following section explains the purpose of the tool, basic calculations and the meaning of each term, for those new to investing.

When to use this tool

  • When preparing data for capital calling documents.
  • When you need a quick estimate before discussions with investors.
  • When comparing several investment offers at similar valuations but with different accompanying terms.

Basic calculation

Step 1 — Enter a keyword in the search box or select a term from the list on the left. Step 2 — Read the definition to understand what the clause actually does. Step 3 — Work through the numerical example to see its effect on ownership and on the cash actually received. Step 4 — Note any clauses that remain unclear and discuss them with a lawyer before signing.

The search box matches partial words, so typing dilut is enough to bring up the anti-dilution clause. Every term comes with a numerical example, because the real effect of a clause only becomes clear when placed in a concrete situation. Two offers at the same valuation can still produce very different outcomes for the founding team.

Example: Two offers both value the business at fifty billion dong. One applies a one-times liquidation preference with no further participation in the remainder; the other takes the preference and then also shares in the remainder pro rata. When the business is sold, what the founding team actually receives differs considerably between the two, despite the identical headline valuation.

Terms used in this tool

Term sheetTerm sheet
A summary of the principal terms of an investment: valuation, amount, share class, investor rights and governance structure. Most of it is a statement of principles and not yet legally binding, with the exception of the confidentiality and exclusivity clauses.
Pre-money & post-money valuationPre-money & post-money valuation
The pre-money valuation is the company's value before new capital arrives; the post-money valuation is the pre-money figure plus the capital raised. Investor ownership is calculated on the post-money valuation, so both parties need to be clear which figure they are discussing.
Liquidation preferenceLiquidation preference
The investor's right to recover their capital ahead of ordinary shareholders when the business is sold or wound up. One times the capital contributed is the standard; higher multiples, or a structure that takes the preference and then also shares in the remainder, reduce what the founding team actually receives considerably.
Anti-dilution & pro-rata rightsAnti-dilution & pro-rata rights
Two clauses that both serve to protect an investor's ownership. Anti-dilution adjusts the conversion price in the investor's favour if a later round is priced below the previous one; pro-rata rights allow them to invest again in a later round to maintain the stake they hold.
Vesting & cliffVesting & cliff
The mechanism by which shares held by founders and staff are earned gradually over time served, conventionally four years with a minimum threshold of one year. The clause protects both the business and those who stay, should a member leave early.
Board seat & protective provisionsBoard seat & protective provisions
The investor's right to appoint a member to the board, together with a requirement for their consent on certain major decisions such as selling the business, issuing further shares or amending the charter. These clauses govern decision-making rights, not just economic interests.

How to read the results

Unfamiliar with most of the terms

Take the time to read through every entry in the glossary before responding to investors. Asking for more time to review is entirely normal practice in investment negotiations.

Clear on valuation, unclear on rights

Focus on the clauses covering liquidation preference, anti-dilution and veto rights. These can change the final outcome more than the valuation itself.

Across all the terms

The next step is to send the term sheet to a lawyer for review and draw up a list of points to negotiate. Every clause should be reviewed by a lawyer before you sign.

Results from the tool are for reference only, based on the data you enter. This is not investment advice or a commitment by the Fund as to its funding capacity.