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Convertible Equity Term Sheet for the United States

Convertible Equity Term Sheet Template for United States

A Convertible Equity Term Sheet is a preliminary document that outlines the key terms and conditions for an investment in a company through convertible equity, rather than debt. Under U.S. securities laws, it serves as a framework for negotiation and subsequent definitive agreements. The document typically includes investment amount, valuation metrics, conversion mechanisms, and investor rights, while ensuring compliance with federal and state securities regulations.

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Convertible Equity Term Sheet

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What is a Convertible Equity Term Sheet?

The Convertible Equity Term Sheet serves as a crucial document in early-stage financing, particularly for startups seeking capital without immediate valuation determinations. This document type emerged as an alternative to convertible notes, offering investors equity-like rights without debt components. Used primarily in the United States, it must comply with SEC regulations and state securities laws. The term sheet typically precedes more detailed investment documents and outlines key terms including investment amount, valuation caps, conversion triggers, and investor rights. It's particularly valuable when companies want to defer valuation discussions while still providing investors with upside potential.

What sections should be included in a Convertible Equity Term Sheet?

1. Parties: Identification of the company and investor(s)

2. Background: Brief description of the transaction and purpose

3. Definitions: Key terms used throughout the term sheet

4. Investment Amount: Total funding amount and payment terms

5. Company Valuation: Pre-money valuation or valuation cap

6. Conversion Rights: Terms and conditions for equity conversion

7. Investor Rights: Basic rights granted to investors

What sections are optional to include in a Convertible Equity Term Sheet?

1. Pro-rata Rights: Right to maintain ownership percentage in future rounds - typically included for larger investors or strategic partners

2. Board Representation: Investor rights to board seats or observation rights - typically included for significant investments or lead investors

3. Information Rights: Investor access to company financial information - typically included for major investors

4. Transfer Restrictions: Limitations on transfer of conversion rights - included when company wants to control secondary transfers

5. Most Favored Nation: Protection against better terms given to future investors - typically included in early-stage investments

What schedules should be included in a Convertible Equity Term Sheet?

1. Cap Table: Current capitalization of the company

2. Pro Forma Cap Table: Post-conversion capitalization scenario

3. Investor Questionnaire: Accredited investor verification form

4. Use of Proceeds: Planned allocation of investment funds

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

United States

Publisher

Ƶ

Cost

Free to use
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Industries

Securities Act of 1933: Federal law that regulates the offering and sale of securities, requiring registration unless an exemption applies. Key for convertible equity as it governs initial issuance.

Securities Exchange Act of 1934: Federal law governing secondary market trading and establishing SEC oversight. Relevant for future trading restrictions and reporting requirements.

Regulation D: SEC rules providing exemptions from registration requirements, particularly Rules 506(b) and 506(c) for private placements to accredited investors.

Rule 144: SEC rule governing resale restrictions on securities, important for transfer limitations in convertible equity agreements.

Blue Sky Laws: State-specific securities laws that may require registration or exemption at the state level, with varying requirements by jurisdiction.

Delaware General Corporation Law: Primary corporate law framework if company is Delaware-incorporated, governing corporate structure and stockholder rights.

IRC Section 409A: Internal Revenue Code section regulating deferred compensation, including equity compensation, with implications for valuation and timing of conversions.

Investment Company Act: Federal law that may affect structure of investment if company could be deemed an investment company.

JOBS Act: Legislation affecting private placement rules, including crowdfunding provisions and general solicitation regulations.

SEC Disclosure Requirements: Regulations governing what information must be provided to investors, including financial and risk disclosures.

Integration Rules: SEC guidelines determining when multiple offerings must be treated as a single offering for regulatory purposes.

State Corporate Laws: Local corporate governance requirements specific to the state of incorporation, affecting corporate authority and stockholder rights.

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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