Term Sheets & Valuations - A Line by Line Look at the Intricacies of Venture Capital Term Sheets & Valuations

  Author:    Alex Wilmerding, Aspatore Books Staff, Aspatore.com
  ISBN:    1587620685
  Sales Rank:    3326
  Published:    2005-01-01
  Publisher:    Aspatore Books
  # Pages:    106
  Binding:    Paperback
  Avg. Rating:    5.0 based on 23 reviews
  Used Offers:    10 from $8.74
  Amazon Price:    $12.10
  (Data above last updated:  2008-09-22 10:22:23 EST)
  
  
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Term Sheets & Valuations - A Line by Line Look at the Intricacies of Venture Capital Term Sheets & Valuations
  
Term Sheets & Valuations is the first ever in-depth look at the nuts and buts of terms sheets and valuations. The book, written by leading venture capitalist Alexander Wilmerding of Boston Capital Ventures, covers topics such What is a Term Sheet, How to Examine a Term Sheet, A Section-by-Section View of a Term Sheet, Valuations, What Every Entrepreneur & Executive Needs to Know About Term Sheets, Valuation Parameters, and East Coast Versus West Coast Rules. In addition, the book includes an actual term sheet from a leading law firm with line by line descriptions of each clause, what can/should be negotiated, and the important points to pay attention to. A must have book for any executive, entrepreneur, or financial professional.

Praise for Term Sheets & Valuations:

"This primer should be required reading for every entrepreneur. It is short, authoritative and worth its weight in gold." - Murray Low, Executive Director, Columbia Business School, Eugene M. Lang Center for Entrepreneurship

"An invaluable resource for executives and financial professionals." - Graham D.S. Anderson, General Partner, EuclidSR Partners

"A valuable resource for entrepreneurs..." - Jeffrey Donohue, Esq.

                  Reader Reviews 1 - 26 of 26                 
  
  
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04-15-08 3 (NA)
(Hide Review...)  Ok, but could have been much better
Reviewer Permalink
First off, I agree with the other reviewer who said that the author and publisher could have made this book much more useful by adding the 3 term sheets to the book (Investor Favorable, Middle of Road, Company Favorable), instead of jumbling all the information in one term sheet and dispersing it within the body of the text.

Furthermore, this book is very poorly edited - the content is good, but it reads like a second draft rather than a completed product.

A few paragraphs repeat themselves practically word for word within the space of a few pages (bothersome, considering this is a 100 page book), and the author sometimes glosses over valuation numbers, ownership percentages and the like in his explanation of redemption rights, dilution terms and subsequent rounds of investment.

It is not tightly written at all, and it prompted me to email the author for clarification - unfortunately, the email address given in the book is out of date. It is still useful to read, but the imprecise use of numbers in his explanations really kills the value of this book.
(Review Data Last Updated: 2008-09-22 10:23:49 EST)
12-23-07 3 0\1
(Hide Review...)  This is a god start.
Reviewer Permalink
The fundamental information is here, but if you want to understand how to negotiate terms on specific projects this doesn't help much. This book is worth the money, but it isn't the answer to all your questions.
(Review Data Last Updated: 2008-04-15 10:29:22 EST)
08-20-07 5 (NA)
(Hide Review...)  Short, concise & useful
Reviewer Permalink
This short text is concise, easily read and a most useful tool. If you need to understand term sheets, the short time it will take to read and digest this volume will be well invested.

Term Sheets & Valuations is also an excellent source of reference. It gives an accurate and authoritative view of the subject to hand.
(Review Data Last Updated: 2007-12-23 10:43:22 EST)
03-06-07 3 (NA)
(Hide Review...)  Good Content, Bad Format
Reviewer Permalink
Term Sheets and Valuations analyzes the finer details of VC term sheets within a framework of what are "investor favorable", "middle-of-the-road", or "company favorable" elements. While this format is helpful, the excerpts are sometimes a bit hard to follow. Not being an attorney, I found this a somewhat arduous read, especially for such a short book.

A better format would have been to include three separate term sheets properly marked up to highlight key differences. This would have required four documents: the book and three separate term sheets. Despite the increased printing costs, it would have been well worth it.

Another problem with the book is the lack of valuation information. Given the title, I would have expected extensive valuation examples. There really aren't any, sadly. This appears to have been done for extreme brevity.

The author does deserve credit for distilling a subject into a rather brief text. Given the limited population that would truly be interested in the nuances of term sheets, his attempt at this book was rather admirable.
(Review Data Last Updated: 2007-08-22 16:00:39 EST)
06-28-06 5 (NA)
(Hide Review...)  Just what I needed
Reviewer Permalink
This book is a quick read and addressed the outages in my understanding of how to value companies and structure rounds of funding.
(Review Data Last Updated: 2007-07-10 08:27:35 EST)
05-17-06 5 4\4
(Hide Review...)  Check Out Author's DVD as Well - Negotiating Term Sheets
Reviewer Permalink
This was a really great resource - but even better is author's new product called Negotiating Term Sheets and Valuations in Venture Capital Deals (ISBN 1597010987). It is a 100 minute DVD that has a lot of different material in it that is critical for term sheets and valuations. It also covers specific negotiation strategies and roles and motivations for each key deal participant - which is not covered in the book.
(Review Data Last Updated: 2007-07-10 08:27:35 EST)
05-15-06 5 2\4
(Hide Review...)  A Must for Term Sheet Analysis and Composition
Reviewer Permalink
A great book for understanding term sheets and a much needed book for entrepreneurs, who really do not have many good books to choose from.

Alex provides a concise easy-to-follow explanation of the variability of term sheet design. I would recommend this book be purchased not with his other one, Deal Terms (because it is really terrible), but with what I feel is the best book for entrepreneurs written as far as the quality of content,

The Startup Company Bible for Entrepreneurs (Stathis).

This book tells it ALL, including how to understand term sheets and much more.
(Review Data Last Updated: 2007-07-10 08:27:35 EST)
05-14-06 5 1\3
(Hide Review...)  A Must for Term Sheet Analysis and Composition
Reviewer Permalink
A great book for understanding term sheets and a much needed book for entrepreneurs, who really do not have many good books to choose from.

Alex provides a concise easy-to-follow explanation of the variability of term sheet design. I would recommend this book be purchased not with his other one, Deal Terms (because it is really terrible), but with what I feel is the best book for entrepreneurs written as far as the quality of content,

The Startup Company Bible for Entrepreneurs (M. Stathis).
(Review Data Last Updated: 2006-10-24 16:24:40 EST)
03-21-06 4 (NA)
(Hide Review...)  The definitive source for venture capital information
Reviewer Permalink
Having worked with tons of startups at the Go BIG Network (http://www.goBIGnetwork.com) I can tell you first hand that knowing the intricacies of term sheets is invaluable. Most people recognize Wilmerding as the de facto standard in negotiating and developing term sheets. I can say first hand that this is what numerous Venture Capital firms have pointed me toward.
(Review Data Last Updated: 2007-07-10 08:27:35 EST)
03-20-06 4 (NA)
(Hide Review...)  The definitive source for venture capital information
Reviewer Permalink
Having worked with tons of startups at the Go BIG Network (http://www.goBIGnetwork.com) I can tell you first hand that knowing the intricacies of term sheets is invaluable. Most people recognize Wilmerding as the de facto standard in negotiating and developing term sheets. I can say first hand that this is what numerous Venture Capital firms have pointed me toward.
(Review Data Last Updated: 2006-10-24 16:24:40 EST)
02-25-06 3 2\2
(Hide Review...)  Term Sheets & Valuations - A Line by Line Look at the Intricacies of Venture Capital Term Sheets & Valuations
Reviewer Permalink
Good general overview for those who know very little about venture capital financing. However, if you are a professional involved in the business, then this book is very rudimentary.
(Review Data Last Updated: 2007-07-10 08:27:35 EST)
02-25-06 5 (NA)
(Hide Review...)  Want to understand term sheets - Get this book
Reviewer Permalink
If you fail to fully understand terms sheet details or structures, you need this book. It is simple and easy to understand. A great resource/practicle guide to evaluating a term sheet or use it in developing your own term sheets.
(Review Data Last Updated: 2007-07-10 08:27:35 EST)
02-24-06 3 2\2
(Hide Review...)  Term Sheets & Valuations - A Line by Line Look at the Intricacies of Venture Capital Term Sheets & Valuations
Reviewer Permalink
Good general overview for those who know very little about venture capital financing. However, if you are a professional involved in the business, then this book is very rudimentary.
(Review Data Last Updated: 2006-10-24 16:24:40 EST)
07-21-05 5 3\3
(Hide Review...)  Term Sheet Language Reference Book
Reviewer Permalink
This short book does an excellent job of outlining each section of a term sheet for a typical venture capital financing. Each term sheet section is briefly described and examples are given of investor favorable, company favorable and middle of the road language. It is not at all useful, however, for venture capital valuations.
(Review Data Last Updated: 2006-06-25 08:00:40 EST)
12-08-03 5 13\13
(Hide Review...)  The Book Every Management Team, VC & Lawyer Should Have
Reviewer Permalink
This is by far the most widely used title by every venture capitalist. I would highly recommend this book to every vc, lawyer, and management team member (especially) of every company looking to obtain venture financing. You could not find better advice on negotation points, changes to wording or overall guidance on a term sheet than Wilmerding's advice in this book. Especially look at Chapter 3 where Wilmerding goes through line by line what every parapraph means on a term sheet. Also check out Wilmerding's other book, Deal Terms, or Raising VC From a Tier 1 Firm (which includes the entire text from Term Sheets & Valuations and Deal Terms).
(Review Data Last Updated: 2006-06-25 08:00:40 EST)
12-05-03 5 12\12
(Hide Review...)  Advice from a seasoned financial professional....
Reviewer Permalink
After having this book referred to me by about 7 of my venture capital friends I decided to take a look. Well, I was very impressed as this is the first venture capital book I have seen to provide a true insider's perspective. This book literally tells you exactly the wording you need to use to make the section applicable to you - whether you are a:

Venture Capitalist

Entrepreneur

Lawyer

Etc.

Look at the below section and the detail it provides (you should note the book itself goes on to explain what this entire section means and what each section specifically does):

(4) Conversion: [Investor Favorable, Middle of the Road and Company Favorable are the same.]

The holders of the Series [A] Preferred shall have the right to convert the Series [A] Preferred, at any time, into shares of Common Stock. The initial conversion rate shall be 1:1, subject to adjustment as provided below.

(5) Automatic Conversion:

Investor Favorable:

The Series [A] Preferred shall be automatically converted into Common Stock, at the then applicable conversion price, (i) in the event that the holders of at least two thirds of the outstanding Series [A] Preferred consent to such conversion or (ii) upon the closing of a firmly underwritten public offering of shares of Common Stock of the Company at a per share price not less than [3 times the Original Purchase Price] per share and for a total offering with net proceeds to the Company of not less than $40 million (a "Qualified IPO").

Middle of the Road:

The Series [A] Preferred shall be automatically converted into Common Stock, at the then applicable conversion price, (i) in the event that the holders of at least two thirds of the outstanding Series [A] Preferred consent to such conversion or (ii) upon the closing of a firmly underwritten public offering of shares of Common Stock of the Company at a per share price not less than [2 times the Original Purchase Price] per share and for a total offering with gross proceeds to the Company of not less than $25 million (a "Qualified IPO").

Company Favorable:

The Series [A] Preferred shall be automatically converted into Common Stock, at the then applicable conversion price, (i) in the event that the holders of at least a majority of the outstanding Series [A] Preferred consent to such conversion or (ii) upon the closing of a firmly underwritten public offering of shares of Common Stock of the Company at a per share price not less than two times the Original Purchase Price (as adjusted for stock splits and the like) and for a total offering of not less than $5 million, before deduction of underwriters commissions and expenses (a "Qualified IPO").

(Review Data Last Updated: 2006-06-25 08:00:40 EST)
12-04-03 5 3\3
(Hide Review...)  This Book Saved Me
Reviewer Permalink
As an entrepreneur trying to secure venture financing, this book was a godsend. Not only did it help me better negotiate with my investors, but it made me seem like I really knew what was going on and had experience in the area. It also saved me thousands in legal fees since I was able to make suggestions on my own time (not lawyer time). My backers were quite impressed with this book themselves and all bought copies after I shared it with them when the deal closed. If you have any ties to venture capital at all, this book is worth it's weight in gold.
(Review Data Last Updated: 2006-06-25 08:00:40 EST)
12-04-03 5 5\5
(Hide Review...)  The Industry Standard for Term Sheets in the VC Industry
Reviewer Permalink
As a VC, I can tell you this is THE book every VC, lawyer, investment banker and entrepreneur has on their desk regarding term sheets. It is a great overall reference and the line by line explanations are extremely important for anyone doing deals. I would also highly recommend Wilmerding's second book "Deal Terms" and "Executive Reports: Raising VC From a Tier 1 Firm" which includes this entire book, Deal Terms, Ways of the VC and a list of top VC Firms. I am also told this book specifically is available as a CD-Rom (sold separately), in a Word document, that you can use for your own dealings.
(Review Data Last Updated: 2006-06-25 08:00:40 EST)
08-18-03 5 12\13
(Hide Review...)  Informative and highly focused.
Reviewer Permalink
When I first received this book, I was disappointed because of its short length (106 pages). I could not have been more wrong, the book is very comprehensive. I bought this book because I was involved in a Private Equity transaction on the entrepreneur side of the transaction. We had received a term sheet from the investor and I needed to get educated about this stage of the transaction. The investor that submitted the term sheet was not using one of the 5 typical formats, so Wilmerding's approach of describing the various clauses in the term sheet and the effects on the parties was of critical importance to our transaction. As the other reviewers have mentioned, the author describes the various clauses as investor favorable, middle of the road, or company favorable. This approach was helpful in developing several ideas for "push backs" in our negotiation. The author also helped highlight "red flags" to be aware of and described their significance. The author also highlights where it is important to retain experienced council to avoid legal pitfalls.

This book is a step by step cookbook for navigating the first critical steps in each round of financing a new company will do. Ignore his advice at your own financial peril.

(Review Data Last Updated: 2006-06-25 08:00:41 EST)
06-10-03 5 13\13
(Hide Review...)  Concise, well written, and informative
Reviewer Permalink
The author takes standard term sheets and analyzes each key section according to what is investor favorable, company favorable, or neutral. This is a great approach, as it enables to explore the potential extremes in a term sheet section.
The examples are indeed boilerplate, but it nevertheless serves as an excellent introduction to term sheets. I've been able to apply the concepts discussed in the book to the analyses of term sheets at our firm...a testament to this book's utility. Overall, an excellent value.
(Review Data Last Updated: 2006-06-25 08:00:41 EST)
09-11-02 5 9\9
(Hide Review...)  Great Book for Budding Entrepreneurs
Reviewer Permalink
This book was extremely informative for someone like me. I am the 3rd person into a start-up that is in the midst of looking for 1st round VC funding. This is a great book for budding entrepreneurs as it gives important info not only on the intricacies on term sheets and valuations but also an inside look on how the VC industry itself works both on the East Coast and on the West Coast. Great book. I highly recommend it.
(Review Data Last Updated: 2006-06-25 08:00:41 EST)
06-20-02 5 26\28
(Hide Review...)  Fantastic Book-Unparalleled Insight
Reviewer Permalink
This is a first rate book-regardless if you are a seasoned venture capitalist or first time entrepreneur. Having been a venture capitalist for 22 years now, the term sheet in this book is boilerplate-but it is 1 of the 4 boilerplate term sheets every legitimate lawyer/venture capitalist uses as a term sheet-and available for the first time ever in the "public domain." In addition, what makes the book so valauble is the line by line wording and analysis for entrepreneur favorable, investor favorable and neutral. I highly recommend this book to every entrepreneur, venture capitalist, and executive of every level-it is a MUST have on your bookshelf as a timeless reference.
(Review Data Last Updated: 2006-06-25 08:00:41 EST)
06-18-02 3 20\21
(Hide Review...)  Excellent basic book, lacking in-depth analysis
Reviewer Permalink
An excellent book for beginners, but lacking an in-depth analysis of why term sheet are built in a certain way. Most of the content is boilerplate and useful for somebody that has never seen a deal term sheet. The comparative approach on content is good. For the price, it is a good shelf acquisition, though.
(Review Data Last Updated: 2006-06-25 08:00:41 EST)
03-27-02 5 11\13
(Hide Review...)  The Industry Bible
Reviewer Permalink
This book is really the industry bible for entrepreneurs and venture capitalists. The term sheet included with all the explanations is first-rate - and for once, explanined in a very efficient way.
(Review Data Last Updated: 2006-06-25 08:00:41 EST)
01-06-02 5 11\12
(Hide Review...)  Must Have Book For Every VC, Entrepreneur & Financial Exec
Reviewer Permalink
I was very impressed with this book, as it provides an ACTUAL term sheet with line by line wording for entrepreneur favorable, investor favorable and neutral. It also goes into detail on valuations, comparables and other important issues that affect every term sheet. By far the best VC type book I have read so far-this book is a must have on the bookshelves of every financial professional, executive, vc or entrepreneur.
(Review Data Last Updated: 2006-06-25 08:00:41 EST)
10-10-01 5 15\15
(Hide Review...)  Most Insightful Book Ever Written on Venture Capital
Reviewer Permalink
I would spend $1,000 for this book - simply put. Even though I am a VC, I was completely awe struck by the detailed information on raising capital, term sheets and valuations this book presented. Besides having great insight into raising venture capital, the highlight of the book is clearly an actual term sheet, put together by one of the leading law firms, with line by line descriptions of what the wording means and actual "legal wording" for "investor favorable," "entrepreneur favorable," and "neutral" terms. This is information you pay $20,000 for with your lawyers. This book is a must have for any entrepreneur, venture capitalist or financial executive.
(Review Data Last Updated: 2006-06-25 08:00:41 EST)
  
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