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Venture Deals
glossary vocab
114
Finance
Graduate
09/21/2014

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Term
Accelerator
Definition
A program intended to mentor and accelerate the growth and success of a startup company.
Term
accredited inveestor
Definition
person who is permitted to invest in strart-ups and other high risk private company securities
Term
acquisition
Definition
a transaction between two companies where one is buying the other
Term
adverse change redemption
Definition
a type of redemption right whereby a shareholder gets the right to redeem his shares if something adverse happens to the company
Term
advisers
Definition
people who advise startup companies
Term
analyst
Definition
a very junior person at a VC firm, often a college graduate
Term
Angel Investor
Definition
an individual who provides capital to a startup company. The person is usually independently wealthy and invest his/her own money in the company.
Term
antidiultion
Definition
a term that provides price protection for investors. This is accomplished by effectlivy repricing an investors shares to a lower price per share in the event that the company completes a financing at a lower valuation than a previous round financing.
Term
as-converted basis
Definition
looking at the equity base of the company assuming that all the preferred stock has been converted to common
Term
associate
Definition
a person at a VC firm who is involved in deal analysis and management. the seniority of this position varies by firm, but generally associated need partner to support their activities.
Term
at-will employee
Definition
an employee who does not have an employment agreement and can be terminated by the company for any reason
Term
barter element
Definition
the price at which a stock option may be exercised
Term
basis of stock option
Definition
the price at which a stock option may be exercised
Term
best alternative to negotiated agreement (BATNA)
Definition
a backup plan if no agreement is reached between two parties
Term
blended preferences
Definition
when all classed of preferred stock have equivalent payment rights in a liquidation
Term
bridge loan
Definition
a loan given to a company by investors with the intent that the money will fund the company to the next equity financing.
Term
broad-based antidilution
Definition
the denominator in weighted average antidilution calculations that takes into consideration a fully diluted view of the company. The opposite is called a narrow-based antidilution.
Term
cap
Definition
the valuation ceiling that exists in a convertible debt deal
Term
capital call
Definition
the method by which a VC fund asks its investors to contribute their pro rata portion of money being called by a VC fund to make investments, pay expenses, or pay management fees.
Term
carry/carried interest
Definition
the profits that VCs are entitled to after returning capital committed to their investors. This typically ranges from 20 to 30%
Term
carve-out (equity)
Definition
the concept whereby shareholders agree to give a preferential payment (usually to executives and employees of a company) ahead of the shareholders agreeing to the carve-out. Normally, one would see a care-out used in the situation where liquidation preferences are such that employees of the company to not have enough financial interests in a liquidation event.
Term
carve-out (merger)
Definition
within the merger context, these are certain representations and warranties that will be indemnified outside of the escrow
Term
clawback
Definition
the provision in the limited partnership agreement that allows investors to take back money from the VC should they overpay themselves with carry.
Term
commitment period
Definition
the length of time a VC fund has to find and invest in new companies, usually five years.
Term
common stock
Definition
the type of stock that has the lease amount of rights, privileges, and preferences. Normally employees and founders of a company hold common stock, as the price they pay for the stock can be much less than that of preferred stock
Term
control
Definition
terms that allow a VC expert positive or veto control in a deal
Term
conversion price adjustment
Definition
the mechanism by which an intidilution adjustment takes place. this alls the preferred stock to be converted into more common stock that originally agreed upon and thus allows the preferred to own more stock and voting rights upon converting to common.
Term
convertible debt
Definition
a debt or loan instrument that an investor gives to a company with the intent that it will convert later to equity and not be paid back as a standard bank loan would be
Term
cross-fund investment
Definition
when a VC firm operates more than one fund and more than one fund invest in the same company.
Term
director
Definition
a junior deal partner at a VC firm
Term
double-trigger acceleration
Definition
a term that describes the situation in which a person would receive accelerated vesting. In double-trigger situation, two events would trigger accelerated vesting, such as a merger of the company followed by a termination of a persons employment.
Term
down round
Definition
a financing round that is at a lower valuation than the previous round.
Term
drag-along agreement
Definition
a term that sets up a proxy on one's stock ownership to vote the same way as others do on a particular issue
Term
due diligence
Definition
the process by which investors explore a company that they are thinking of investing in.
Term
earn-out
Definition
an amount agreed upon by the acquirer and a target company that the former shareholders of the target company will get if certain performance milestones are met post merger.
Term
economics
Definition
terms that impact the return of a VC's investment in a company
Term
elevator pitch employee pool
Definition
the shares set the shares set aside by a company to provide stock options to employees
Term
entreprenuer
Definition
someone who creates a new company, also known as a startup
Term
entrepreneur in residence (EIR)
Definition
a pa person at a venture firm that is usually a formor entreprenuer who is helping out the venture firm finding deals to invest in, or working on his next company that the venture firm will one day fund.
Term
equity
Definition
ownership in a company
Term
escrow
Definition
the amount of consideration that an acquiring company holds back following a merger to make sure that representations and warranties made by the purchased company are true
Term
escrow cap
Definition
the amount of money in a merger that is set aside to remedy breaches of the merger agreement.
Term
executive managing director
Definition
a senior partner in a VC firm who is superior to a managing director or general partner
Term
executive summary
Definition
a short summary document, normally one to three pages, that describes material facts and strategies of a company
Term
exercise
Definition
the act of purchasing stock pursuant to a stock option or warrant
Term
fair market value
Definition
the price that a third party would pay for something in the open market
Term
fiduciary duties
Definition
a legal and ethical duty that an individual has to an entity.
Term
flat round
Definition
a financing round done at the same postmoney valuation as that of the previous round.
Term
founder
Definition
someone who creates a new company, also known as a startup
Term
founding general parter
Definition
a senior partner in a VC firm who founded the firm.
Term
fully diluted
Definition
a term explicitly defining that all rights to purchase equity should be in the valuation calculation.
Term
game theory
Definition
the concept that one's actions depend on what actions other persons may or may not take and the inherent incentives behind these actions
Term
General partner(GP)
Definition
a senior partner in a VC firm
Term
general partnership (GP)
Definition
the entity that manages the limited partnership
Term
GP commitment
Definition
the amount of money, usually between 1% and 5% of the fund, that the general partners invest in their own fund.
Term
holdback
Definition
the amount of consideration that an acquiring company holds back following a a merger to make sure that representations and warranties made by the purchased company are true.
Term
indemnification
Definition
the promise by one party to protect another party should something go wrong
Term
investment term
Definition
the length of time that a VC fund can remain active, typically 10 years with two one-year extensions
Term
key man clause
Definition
contractual provision within the limited partnership agreement that describes what will happen if certain partners leave the VC fund
Term
lead investor
Definition
the investor in a startup company who takes on the leadership position in a VC financing
Term
letter of intent (LOI)
Definition
a term sheet for a merger
Term
light preferred
Definition
a version of a preferred stock financing that has very simple and watered-down terms.
Term
limited partners (LPs)
Definition
the investors in a VC fund
Term
limited partnership agreement (LPA)
Definition
the contract between a VC fund and its investors
Term
liquidation event/liquidity event
Definition
when a company is sold and ceased to exist as a stand alone basis
Term
liquidation preference
Definition
a right given to a class of preferred stock allowing that stock to receive proceeds in a liquidation in advance of other classes of stock
Term
major investor
Definition
a concept used in VC financings that allows a company to distinguish between shareholders who want to purchase more stock than others
Term
management company
Definition
the entity that services each fund that a VC raises
Term
management fee
Definition
the fee that the VC funds have a right to recieve from their LPs as moeny to manage their business operations regardless of the performance of the funds.
Term
managing director (MD)
Definition
a senior partner in a VC firm
Term
materiality qualifiers
Definition
inserting the word material in from of things such as protective provisions.
Term
mentors
Definition
people who advise startup companies or their executives. Normally these people are not paid.
Term
Micro VC
Definition
a super angel who raises a small fund made up of professional investors
Term
multiplay game
Definition
a term in game theory which deals with a game or situation where there is a continuing relationship after the game is played, like a VD financing whereby after the transaction is completed the VC and the entrepreneur will join forces to work together.
Term
nondisclosure agreement (NDA)
Definition
an agreement whereby one party promises not to share information of another party
Term
operating partner
Definition
a position at a VC firm that is normally under managing director, but above principal
Term
option budget
Definition
the amount of options a company plans to allocate to employees over a finite time period
Term
option pool
Definition
The shares set aside by a company to provide stock options to employees
Term
pari passu
Definition
when all classes of preferred stock have equivalent payment rights in a liquidation
Term
pay-to-play
Definition
a term that forces VCs to contunue to invest in future company financings or suffer adverse consequences to their ownership positions
Term
postmoney
Definition
the value of a company after an investor has put money into the cocmpany
Term
preferred stock
Definition
a type of stock that has preferential terms, rights, and privileges compared to common stock
Term
premoney
Definition
the value ascribed to a company by an investor before investing in the company
Term
price per share
Definition
the dollar amount assigned to purchase one share of stock
Term
principal
Definition
a junior deal partner at a VC firm
Term
private placement memorandum (PPM)
Definition
a long legal document that is prepared by the company, its bankers, and its lawyers that is long-form business plan created to solicit investors
Term
pro rata right
Definition
the right of a shareholder to purchase shares in a future financing equal to the percentage the shareholder currently holds at the time of such financing
Term
protective provisions
Definition
contractual rights that allow the holders of preferred stock to vote on certain important matters pertaining to a company.
Term
ratchet-based antidilution
Definition
a style of antidilution that reprices an investor's shares in previous rounds, usually through a conversion price adjustment, to the price paid in the current round
Term
representations and warranties
Definition
provisions in a financing purchase agreement or merger agreement whereby the company makes certain assurances about itself.
Term
reserves
Definition
the amount of money that a VC firm allocates on its books for future investments to a particular
Term
reverse dilution
Definition
the situation in which stock is returned to a company by departed employees whose stock has not vested, thus increasing the effective ownership of all shareholders in a company
Term
right of rescission
Definition
the right of shareholders to force the company to buy back their stock, usually given to people who were not supposed to buy the stock in the first place under federal securities law.
Term
safe harbor
Definition
a legally defined way of escaping liability under a law if a party performs certain acts as defined by such law.
Term
secondary sale
Definition
the sale by a VC of stock in a portfolio company or its entire portfolio to an outside party in a private transaction
Term
seed preferred
Definition
same as a light preferred: a simple watered-down version of a preferred stock financing
Term
seed stage
Definition
a startup that is in its infancy
Term
series A financing
Definition
the first or early round of financing that a company raises
Term
series seed financing
Definition
a small financing that occurs before the series A financing and is often the very first financing of a company
Term
single-play game
Definition
a term in game theory that deals with a game or situation in which there is no continuing relationship after the game is played.
Term
stacked preference
Definition
when different classes of preferred stock have senior rights to payment over other classes of preferred stock
Term
stock option
Definition
a right to purchase shares of stock in a company
Term
strike price
Definition
the price at which a stock option may be exercised.
Term
super angel
Definition
a very active and experienced angel investor
Term
super pro rata rights
Definition
the right of shareholders to purchase shares in the future financing equal to some multiple of the percentage they currently hold at the time of such financings
Term
syndicate
Definition
the group of investors who invest in a startup
Term
term sheet
Definition
a summary document of key terms in contemplation of a financing
Term
valuation
Definition
the value ascribed to a company by an investor
Term
VC fund
Definition
the entities that make up the investment family of a VC
Term
venture capitalist (VC)
Definition
a person who invests in startup companies
Term
venture partner
Definition
a position at a VC firm
Term
warrant
Definition
a right to purchase shares of stock in a company
Term
weighted average antidilution
Definition
a style of antidilution that reprices an investors investment, usually through an conversion price adjustment, to a lower price per share, but takes into account the relative effect of the amount of shares sold in the current round
Term
zone of insolvency
Definition
when a company is nearly insolvent and doesn't have the assets to pay of its liabilities
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