[法律资料]Venture_Capital_Class_5_SD.pptVIP

VCs response #3 Covenants Covenants Positive Covenants Example Provide regular information Negative Covenants Example Sale of assets Others Mandatory redemption Board Seats Tomorrow Metapath Software Try using Option Pricing Model Posted on the website under Class Session 6 Wrap up with discussion of “How VCs Evaluate Potential VC Opportunities” HW 2 assignment will be posted under Class Session 5 (Due on Wednesday) * * * * * * * * * * * * * * * * * * Venture Capital and Private Equity Session 5 Professor Sandeep Dahiya Georgetown University Course Road Map What is Venture Capital - Introduction VC Cycle Fund raising Investing VC Valuation Methods Term Sheets Design of Private Equity securities Exiting Time permitting – Corporate Venture Capital (CVC) Term Sheets … Anti-Dilution Protections Down round Full-ratchet vs. weighted average Adjusted conversion price, adjusted conversion rate Read the Note on Anti-dilution provisions: Typology and Numerical Example Broad-base weighted average anti-dilution NCP = OCP * (OB+NM/OCP) / (OB+SI) NCP= New Conversion Price OCP= Old Conversion Price in effect immediately prior to new issue OB = Number of shares of shares outstanding immediately prior to this round NM = New Money received by the Corporation SI = Number of shares of stock issued in this round Another way of writing it EXAMPLE: Suppose that Early Venture (EV) makes a $8M Series A investment in Newco for 2M shares at $4 per share on 1/1/1999. One year later, Newco has fallen on hard times and receives a $10M Series B financing from Late Venture (LV) for 5M shares at $2 per share. The founders and the stock pool have claims on 6M shares of common stock. Consider the following cases: Case I: Series A has no antidilution protection. Case II: Series A has full-ratchet antidilution protection. Case III: Series A has broad-base weighted-average antidilution protection. For each of these cases, what percentage of Newco (fully diluted) would be controlled by EV,