Term sheet terms (part 2) – liquidation preference

One of the challenging stages of making an investment is explaining to first time entrepreneurs why some of the terms in a term sheet are really important to VC investors and therefore why you see them in almost every VC’s term sheets. (Here is our standard term sheet and my previous post about standard term sheets)
If you raised money from angels first time around, you probably found you could state your own terms and the angels, especially the cash-rich time-poor angels, just agreed to your terms. In the UK, as long as they get their SEIS or EIS tax benefits, most angels tend to be happy.
VCs like Episode 1 are not as flexible, though we really¬†are reasonable ūüôā
So in this and subsequent posts to come are my comments on why most VC term sheets have these terms in there Рterms which the entrepreneurs sometimes feel are tough on them, but VCs feel are perfectly reasonable and standard.
Liquidation preference
We insist on liquidation preference and we almost always want the more benign form of liquidation preference for entrepreneurs, ie non participating.
Non part liq pref chart
We invest in Seed Preferred shares which have this right to sit ahead of the Ordinary Shares at an exit.
Non participating (or hurdle) preference means that in low value exits the Seed Preferred Shares are paid out first. In higher value exits the preferred shares convert to Ordinary Shares at the time of exit – which means the preference becomes irrelevant.
So for a case of £1m investment at £3m premoney and no further rounds before exit, the proceeds for the £1m investment are as in the chart above. (X axis is exit price, Y axis is money out to the Seed Shares)
For exits from 0 to £1m all the money goes to the Seed Shares. Then from £1m to £4m, the Seed Shares get £1m and the Ordinary Shares share the rest. Eg at a £2m exit, the Seed Shares have £1m and all the Ords share £1m pro rata to their shareholding. Above £4m exit, Seed Shares are better off so would convert to Ords at an exit and therefore everyone gets their pro rata share, eg at £10m, the Seed Shares get £2.5m as they have 25% of all the shares.
The reason VCs insist on preference is that frankly most early stage companies aren’t really worth £5m or £3m or even £2m. Just try asking an accountant to value your early stage company which is loss making, has zero or tiny revenues, and is probably not raising enough money to get to breakeven. An accountant’s valuation is almost always zero for such a business.
VCs suspend disbelief and know that enough of these sort of companies will grow like crazy to justify the valuation handsomely and pay for the 25-50% of companies they will lose money on. BUT we really really don’t want the founders to have any incentive to sell the company at less than the price we invest at.
To illustrate that situation consider the case of two founders owning the whole business and a VC invests £1m at £3m pre, so it is £4m post (ignoring option pools etc). So the founders each have 37.5% of the business. If after 7 years of effort, the company is sold for £3m the VC would get their £1m back and the founders receive half of £2m, ie £1m, each. The founders have done ok but the VC has only got its money back after 7 years, no profit at all. Without liquidation preference, the VC would get back 25% of £3m, i.e. £750k and lose money while the two founders would have £1.125m each, which the VC would be very unhappy about.
For completeness let’s consider two other forms of liquidation preference that are less common these days but may well come back¬†if it becomes a buyers market and valuation¬†come under continued pressure.
Participating preferred
Participating liquidation preference means that the Seed Share get their money back plus their percentage share of the remaining proceeds. The red line in this chart shows the difference vs the blue non participating preferred line:
Part pref and non part pref chart
So in the case of ¬£1m in at ¬£3m pre money, ¬£4m post and no further rounds until exit, with participating preferred at say a ¬£3m exit, the Seed Shares get back ¬£1m and their 25% share of the remaining ¬£2m. So the VC gets ¬£1.5m and makes a profit, and the two founders get ¬£750k each. Personally I don’t think that’s unfair, but the piece entrepreneurs object to, especially if there is a lot of preference in a company, is in the great exit – say ¬£50m, the VC still gets its money back as well as its % stake of the rest – nicknamed “double dipping”.
Participating preferred with a cap
And the third version is a compromise of the two. Participating preferred until the Seed Shares have made 3x is a good example. I believe this is reasonable for both sides. VCs don’t like helping a company for n years and then just getting their money back. The chart below shows how this works – green line being the preferred with a cap:
All three preferences chart

But we live in a free market, and so even though I think this is pretty fair for both sides, for two reasons we have decided to opt for the more benign non participating liquidation preference.
The first reason is that most entrepreneurs we meet don’t understand this stuff intimately, so if our term sheet has participating preferred with a cap and another term sheet has non participating preferred, we get accused of¬†‘double dipping’, and it materially reduces our chances of persuading the entrepreneur that we are an entrepreneur friendly VC house – so we think we’ll be less likely to win the deal.
The second reason is that our liquidation preference sets a precedent for future rounds. We have a fairly small fund at ¬£37.5m and so if our companies end up having Series C, D …¬†rounds, then eventually we can’t follow on in the later rounds. We think that if we have a more generous form of preference then future rounds will shoot for¬†the same form of preference. Eventually our incentives are aligned with the entrepreneurs’ and the last thing we need is huge amounts of participating liquidation preference sitting ahead of our Seed Shares. Even if the company sells for a reasonable amount, we might get nothing after years of helping the company.
So there you have it. Liquidation preference 101 and why VCs insist upon some form of preference.
Another instalment on term sheets coming soon…


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