One of my mentors raised over $500 million and went public.
He taught me one remarkable fundraising tactic:
He wouldn’t accept term sheets.
He only SENT term sheets TO VCs with a hard deadline.
I raised over $100 million using the same technique.
Step by step 🧵👇🏻👇🏻👇🏻
There are only two types of deals in venture capital: Hot deals and not hot deals.
VCs change their posture DRAMATICALLY based on which they perceive a deal to be.
A good VC will shiv their grandmother to get into a hot deal.
Your goal is to project “hot deal” vibes.
You are going to compress your fundraise into three weeks.
Week 1 to set meetings.
Week 2 to have meetings and send your term sheet that has only two lines blank.
Week 3 to review your offers and sign.
Week 1: Posture is key.
“Hey Jill, hope you are well. We are raising our next round shortly and already have a ton of inbound demand.
I am taking term sheets to my board on [Weds of Week 3]. My team and I will be available in [Week 2] for meetings. Want to take a look?”
Week 2: Meetings.
Don’t just dive into the pitch. Reiterate scarcity upfront and lay out the process:
“To make things fair to our prior and future investors, we use a common term sheet. The only blank lines are the price per share and the dollar amount.”
At the close of each meeting, let them know that you have a board meeting on Weds of Week 3.
“For your offer to be considered, we need to have it by then. Can you do that?”
Most VCs have partner meetings on Mondays where they can get approval to submit term sheets.
If they insist on some changes to your (fair but entrepreneur friendly) term sheet, simply say: “if you don’t like the terms, just change the price.”
The logic is inarguable, but they won’t actually change the price, as they know they are competing on price.
Week 3: Negotiate and Sign.
If you have done your job well, your board is looking at multiple term sheets.
Now you have one more cycle to negotiate. e.g. “We want to work with you, but we are struggling with your valuation compared to others. Can you move any higher?”
It is SO CRITICAL that you maintain the “hard to get” posture right until the end.
You want your investor feeling as though they won a gladiator battle for the right to invest in the world-changing, visionary company YOU are building.
Remember - this whole time, you may not actually be a hot startup (yet). But it is SO IMPORTANT that you act like it. The energy you project becomes your reality.
My mentor had incredibly difficult funding rounds. But in the end, his investors all were glad they invested.
When I share this technique, I get asked a lot for the term sheet I use. It is battle tested through many rounds (both mine and my friends’).
I will open source it if this thread gets 100+ retweets, as I believe it is valuable for this to get out to more entrepreneurs.
I set the bar too low!!! Hundreds of RT's and the night is young. Here is my term sheet as promised:
A lot of entrepreneurs still don’t fully understand SAFE notes and how to use them.
They are the single most important innovation in startup financing in the past 15 years. (@ycombinator)
You can close in minutes, raise only what you need with no legal fees.
🧵👇🏻👇🏻👇🏻
SAFE notes were invented to solve a few problems.
1/ it is hard to coordinate a lot of investors to close a “round”. Better to close one by one.
2/ preferred stock is expensive to document legally. SAFE postpones that complexity to later.
3/ Valuation can change quick.
4/ People used convertible debt for similar purposes. But it was still debt, and so could bankrupt the company if there was an aggressive investor and it came due.
SAFE’s allow “high resolution” fundraising. Whenever someone is excited, you close their money on the spot.
I’ve had a number of earnest entrepreneurs contact me who think they should raise venture capital but aren’t remotely ready.
You shouldn’t even take a meeting with a VC let alone seek them out unless you:
A. Have raised $1-2 Million in small checks. ($10,000 and up) OR are cash flow positive.
B. Have a realistic and legitimate shot at a $1 Billion valuation within 10 years. (Validated by experienced entrepreneurs)
C. Have a business experiencing rapid growth. (100% YoY)
D. That growth directly requires more capital (e.g. proven unit economics that require customer acquisition cost)
E. You are ready and willing to sell the business in 5-7 years.
F. You want to run a professional board and finance function.
G. You want a boss (your board)
As promised in my previous thread, here are my standard term sheet and calculator.
Disclaimer: I am not a lawyer. @UpCounsel has all the lawyers.
Every entrepreneur should read my notes below before signing ANY term sheet.
(Link to a public Google Drive at the end.)
Most of the terms in my term sheet are "market standard" for a priced funding round.
If at all possible earlier, do not do a priced funding round and raise money on SAFE notes. upcounsel.com/safe-notes
Once you raise $3-5 Million or more, investors will want a priced round.
A priced round means that investors are buying shares, rather than merely a piece of paper that enables them to have the right to shares (a SAFE or convertible note).
That means more legal sophistication and expense. But also more scalability. This is a "Series A".
Hey startups/SMBs - did you know the government may be willing to pay $28,000 PER EMPLOYEE of your payroll in 2021?
I did a deep dive on the very confusing Employee Retention Tax Credit for our own businesses.
My obsessiveness is your shortcut.
Here’s your cheat sheet. 👇🏻
You can be eligible if you fit into 1 of 3 categories:
A. had a revenue decline quarter over quarter from 2019 to 2021 of greater than 20%
B. Are a startup.
C. Had your business suspended by a government order.
Rules have changed 3-4 times. Some articles are out of date.
If you are eligible, you can claim a refund of 70% of the first $10,000 in wages and benefits paid for EACH employee each quarter. (As long as you are under 500 employees)
50 employees would be $350,000 per quarter, for example.
Here’s the inside story of how Enduring Ventures acquired @UpCounsel, a company once valued at $50 million, for $200,000, relaunched it as a SaaS company, and raised on a $28 million valuation 18 months later.
Read below for the playbook to buy a VC-backed company. 👇🏻👇🏻👇🏻
@UpCounsel was founded on a big idea in 2012: build a marketplace for legal services - the “Uber for legal” - where startups could connect directly with independent lawyers.
The business saw early traction and recruited some of Silicon Valley’s top investors.
After raising a $12 million Series B in 2018, expectations were high. The team grew to 40 people in San Francisco.
Unfortunately, some bad luck happened. The company grew, but not fast enough. A lawsuit distracted management.