Understanding Pre-money and Post-money Valuation in Venture Capital

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What does the pre-money valuation represent?

The value of the company before the investment

How is the post-money valuation calculated?

By adding the pre-money valuation to the contemplated aggregate investment amount

In the context of venture capital, what does 'dilution' refer to?

The decrease in the percentage ownership of existing shareholders due to new shares being issued

How does a $5 million investment at a pre-money valuation of $20 million compare to a $5 million investment at a post-money valuation of $20 million?

The former buys 20% and the latter buys 25% of the company

What is the significance of agreeing on a valuation with a VC in terms of ownership?

It determines how much dilution you will take in the financing

Why should entrepreneurs be cautious when interpreting VC offers related to valuation?

VCs often refer to post-money valuations, while entrepreneurs may interpret them as pre-money valuations

How can entrepreneurs address ambiguity about price in a negotiation with a VC?

By assuming a specific pre-money valuation and forcing the VC to clarify

What does the agreed-upon valuation determine in the context of the negotiation?

The price per share an investor pays

How is the price per share of stock often expressed in modern term sheets?

In vague terms, as long as the valuation and option pool are agreed to

What does the fully diluted post-money valuation represent?

The company's valuation after conversion of all outstanding preferred stock and exercise of stock options

What is the purpose of reserving shares of Common Stock before the closing during a financing?

To prevent dilution of existing shareholders' ownership

How does defining the amount of financing back into the price differ from traditional representation?

It represents a different way to express price by defining the financing amount

The term sheet language usually spells this out in ______.

detail

By addressing the ambiguity up front, you demonstrate that you have knowledge about the basic ______.

terms

The agreed-upon valuation will determine the price per share an investor ______.

pays

The Original Purchase Price represents a fully diluted pre-money valuation of $______ ______ and a fully diluted post-money valuation of $______ million.

million

A somewhat different way that price can be represented is by defining the amount of the financing, which ______ into the price.

backs

Pre-Money Valuation: $______________ The price per share of stock, also known as the purchase price, will often be expressed in ______ terms.

vague

As long as the valuation and option pool are agreed to, then the dilution is determined and the price per share is largely irrelevant as they are a ______ number.

calculated

The best entrepreneurs we’ve dealt with are presumptive and say something like “I assume you mean $20 million ______.”

pre-money

The way price is represented in a term sheet follows: Price: $______ per share (the Original Purchase Price). The Original Purchase Price represents a fully diluted pre-money valuation of $______ million and a fully diluted post-money valuation of $______ ______.

million

Modern term sheets will address valuation very simply and say: Pre-Money Valuation: $______________ The price per share of stock, also known as the purchase price, will often be expressed in ______ terms.

vague

The pre-money valuation is what the investor is valuing the company at ______, prior to the investment.

today

The post-money valuation is simply the pre-money valuation plus the contemplated aggregate investment amount. In other words, if you raise $2 million at a $6 million pre-money valuation, your post-money valuation is $8 million. Therefore, the post-money valuation is ______.

calculated as $6,000,000 + $2,000,000 = $8,000,000

Since the investor invested $2 million and the company is now worth $8 million post-financing, the investor just bought ______ of your company.

25%

When a VC says, “I’ll invest $5 million at a valuation of $20 million,” the VC usually means the post-money valuation, meaning the pre-money the VC is offering you is ______.

$15 million

At the same time, an entrepreneur might hear a $5 million investment at a pre-money valuation of $20 million, which would buy only ______ of the $25 million post-money company.

20%

The valuation that you and your VC agree upon will determine how much of your company you are selling and, consequently, how much dilution you will take in the financing. The valuation also will determine the price per share at which you sell your stock. There are two different ways to discuss valuation: pre-money and post- money. The pre-money valuation is what the investor is valuing the company at today, prior to the investment. The post-money valuation is simply the pre-money valuation plus the contemplated aggregate investment amount. In other words, if you raise $2 million at a $6 million pre-money valuation, your post-money valuation is $8 million. Therefore, it is ______.

important for entrepreneurs to carefully understand the implications of the valuation in terms of ownership and financing

Learn about the concepts of pre-money and post-money valuation in the context of venture capital financing. Understand how these valuations determine the ownership stake and dilution for founders, as well as the price per share at which stock is sold.

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