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Unlocking Investment: A Guide to VC Termsheets and Letters of Intent

Securing equity capital from venture capital investors is a pivotal milestone for founder-owned businesses raising at Series A or later funding rounds, prior to the prospect of an Initial Public Offering (IPO). As entrepreneurs pursue growth and paths to profitability, it’s important to understand the nuances of key documents such as termsheets and letters of intent (LOIs).

Unraveling the Jargon: Termsheet vs. Letter of Intent


At first glance, termsheets and letters of intent may seem interchangeable, yet they serve distinct purposes in the venture capital landscape. A termsheet is a concise, non-binding document outlining the key terms and conditions of a potential investment. On the other hand, a letter of intent is a preliminary agreement expressing a party's intention to enter into a formal transaction, serving as a bridge between initial discussions and the formal due diligence process.


The Anatomy of a VC Termsheet


A typical termsheet from a venture capital fund serves as a roadmap for the impending investment. While its content can vary, the following elements are often included:


  • Valuation and Investment Amount: Specifies the pre-money valuation of the company and the amount of capital the VC is willing to invest.

  • Ownership Stake: Outlines the percentage of the company that the VC will acquire in exchange for the investment.

  • Liquidation Preference: Defines the order in which investors are repaid in the event of a liquidation, offering insight into risk mitigation.

  • Board Representation: Details the composition of the board of directors and the level of control the VC will exert over strategic decisions.

  • Anti-Dilution Protection: Safeguards the investor's ownership stake from dilution in subsequent funding rounds.

  • Vesting Periods: Specifies the timeline over which founders and key team members earn their equity stake, aligning interests with long-term success.

  • Conditions Precedent: Enumerates conditions that must be met before the investment is finalized, ensuring a degree of certainty for both parties.


Intent: Contents of a VC Letter of Intent


While a letter of intent shares some similarities with a termsheet, its focus is on preliminary commitment rather than a detailed framework. Key components include:


  • Exclusivity Period: Grants the VC exclusivity for a defined period, during which negotiations progress without interference from other potential investors.

  • Confidentiality: Stresses the confidential nature of discussions, safeguarding sensitive information exchanged during due diligence.

  • Intent to Negotiate in Good Faith: Establishes the commitment of both parties to negotiate the terms of the investment in a fair and transparent manner.

  • Deal Structure: Outlines the proposed structure of the investment, serving as a foundation for subsequent negotiations. 

  • Conditions for Due Diligence: Specifies the conditions under which due diligence will be conducted, delineating the scope and timeframe.


Conclusion: Navigating the Funding Landscape


During the interaction between founders and venture capitalists, termsheets and letters of intent emerge as crucial instruments shaping the trajectory of a startup. While a termsheet delves into the high level parameters of an investment, a letter of intent sets the stage for detailed negotiations that follow. Armed with a clear understanding of these documents, founders can confidently navigate the funding landscape, propelling their ventures towards sustainable growth.




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About Langdon Capital


With a network of 700+ alternative investors, Langdon Capital raises between £1m and £25m in debt or equity for innovative, high growth founde -owned companies with at least £1m in annual revenue, growing at a minimum of 30%, defensible USPs or competitive advantages, scalable business models and experienced founders who are raising at Series A or beyond.


About the author


Sabbir Rahman is Managing Director of Langdon Capital. He has held prior roles with Morgan Stanley, Lazard and Barclays Investment Bank. He has executed over £60 billion in notional value of debt, equity, M&A and derivatives transactions with global corporates, private equity funds and financial sponsor groups.



This is not financial advice or any offer, invitation or inducement to sell or provide financial products or services or to engage in any form of investment activity.

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