Phase 5

In the previous phases you have worked out a solid plan. You reviewed and iterated it with potential investors and your current shareholders. Based on this you feel confident that the fundraising is going to work out.

It is now time to elaborate all the documents needed for the fundraising round. “Speed of execution” is a key factor for investors to make their decision, so you want to be able to provide any additional documents needed within a short period of time.

Elevator pitch

The elevator pitch is a central tool needed for your financing round. You will need it in many situations, and sometimes unexpectedly. Not only if you serendipitously meet an investor in an elevator (pitching your idea in this situation is where the name comes from), but also if you meet investors at business events or at the birthday party of a friend, or even in order to secure introductions.

The elevator pitch should be 30-60 seconds long, and needs to contain the problem, solution, traction and call to action.

Here is an example: “Every tenth person has sleep issues. We have developed an online course that helps participants sleep much better. Seven thousand people have already completed the course so far, and 90% of participants recommend it to their friends. Thanks to this we are growing very quickly. Would you be interested in checking out our deck?”

You need to know this pitch by heart. Simplify to the max: Do your mom and dad understand it? Your neighbor’s adolescent daughter? If they don’t, it is still too complicated.

TO DO'S

Write down your elevator pitch.
Pitch it to 3+ persons in your personal network and simplify it until everybody gets it.

Teaser (also called "pitch deck")

You have developed and optimized your teaser in the previous phase. Now that the contents are solid you’ll want to spend some time on making it look perfect and having it stand out from the hundreds of other teasers your investor has received over the last few weeks.

Here are the to do’s:

Titles: Optimize the title of each slide. Make sure that it contains the key message of the page, and that it is short and to the point.
Text: While every slide needs to be self-explanatory, you want to have as little text on the slides as possible. Avoid abbreviations.
Numbers: Surprise … investors like numbers! Be data-driven, use references where needed (e.g., in the market slide), and review the financial page with a CFO. This is not the place for creative accounting or funny ways to show your finances.
Illustrations: Visualize/strengthen the core message of every slide by adding a graph, picture or design element. Only do it if the illustration makes the key point more easily understandable – you want to simplify the message, not complicate it.
Design: Send the deck to a designer once everything is finalized. While the contents should be data driven, simple and clean, the design can be creative! Spending a few hundred dollars on this is money well spent.

Remember that an investor will only take a few minutes flipping through the teaser to decide whether she wants to setup a call with you or not. Make sure you get a yes!

Some investors may ask for a “one-pager”. Such a document would contain more or less the same information as the one in your short deck. You can do it, but from our point of view it is not really needed.

TO DO'S

Optimize your teaser until it is super crisp and you are really proud of it.

Financials / cash flow statement

In Phase 3 you developed a simple cash flow statement, and the annual overview was also integrated in your teaser.

Do one quick check on your cash flow statement: reduce your revenue by 50% and see what happens to your liquidity. Most entrepreneurs underestimate the time it takes to scale revenues — especially in the case of B2B sales. So make sure that you invest enough into marketing/sales and keep costs under control.

There is not much more to be done in this step. However, be prepared for the fact that some investors will want to see your planning file to understand your assumptions, the monthly details, etc. Make sure this document is clean and intelligible to an outsider.

Last but not least, we strongly recommend showing the spreadsheet to an experienced CFO, CEO or investor. Ask them whether the calculations and assumptions make sense to them, whether you forgot any major cost blocks, and whether they feel that the big picture looks right.

Some investors and advisors (especially ones with a financial background) will tell you that your CF planning is too rudimentary, and that they want to see a forward-looking P&L, balance sheet, scenario planning, etc. We have seen this play out many times: after a few iterations you have a financial model that may be much more “correct” from an accounting perspective, but becomes too complex to update on a monthly basis and to test hypotheses with. In most cases you are worse off at the end. So our strong recommendation is to keep it very simple, but iterate and update constantly based on the latest insights. (You can easily tell overzealous investors to come yell at us if they don’t agree.)

TO DO'S

Have your CF Statement reviewed by an experienced CFO, CEO or investor.

Information memorandum (IM)

After you have discussed the teaser, interested investors will want to go into more details to better understand your business case. This is where the information memorandum comes in.

You want to set up a structured deck of 30-50 pages. Start with the teaser that you have already elaborated – this will be the executive summary (note that this document will be shown to people who have never seen the teaser before, and don’t have time to go through everything).

Then add chapter after chapter. You can probably recycle slides that have already been created for other occasions. You can structure the document as proposed below, or also according to your internal structure (e.g., telling the VP of Marketing to put together 5-10 key slides and make this “her section”).

Executive summary (these are the slides of the teaser)
Product / technology
- Detailed explanation
- Product-market fit (if your product is live) – NPS …
- Patents (if any)
- Specific things (e.g., clinical studies in healthcare, regulatory approvals, data protection, …)
- …
Market and customers
- Further market insights (if any)
- Overview of competition
- Competition: one slide with a well structured overview of the competitive landscape incl. mention of key competitors (note: make this clear and realistic – sophisticated investors like it if you fully understand your space incl. competitive threats, rather than being fluffy and telling them that none of the others are nearly as good as you).
- Customer analyses and insights
- …
Marketing and business model
- Who are your current and future customers?
- How do you reach them?
- What is your business model?
- If pre-revenue: go-to-market strategyIf post-revenue: channels, current marketing setup
- Depending on your business: unique visitors, MAUs, DAUs, conversion rates, CAC, retention, LTV...
- USPs / competitive barriers: why is your offering sustainably better than others?
- Insights about positioning, pricing etc (e.g., results of A/B tests)…
- ...
Financials
- Financial history (P&L, annual and/or monthly revenue development, …)
- CF Planning
- Unit economics
- Current cap table, potentially a description of key investors
- Financing history (size of round, valuation, key investors, use of proceeds)
- Insights about current financing round
- …
Company
- Legal (HQ, offices, …)
- Team, board, advisors
- OKRs (or an alternative system for how you set objectives and measure progress)
- Key partners
- Risk management: do you understand the key risks of your business?
- SWOT analysis
- …

Obviously there’s no need to do all of this – pick the ones that are relevant for your industry and current stage.

Start with a pragmatic first version and continuously update the deck during the fundraising round. Whenever an investor asks about a slide that you don’t have (and you feel that it makes sense to have it) you can add it to the master file, and also share it with other investors. Make sure you add a date in the footer to keep an overview of the versions.

A business plan in Word format is not needed – the information memorandum incl. financials is your business plan. Nothing else needed.

Do you have any skeletons in the closet? E.g., have you received a warning letter from a competitor to stop what they call “unfair marketing”? Or a formal opinion from an advisor that you may be infringing a certain regulation? Is there a customer segment which is very unhappy with your current product? A co-founder who wants to leave? The way up is not linear, and most startups have had some failures and issues. While this is perfectly acceptable and not something you want to write into your teaser, you don’t want anything unexpected to pop up in the final confirmatory due diligence – or even worse, risk legal issues over time. This is the time to think about such things, and obviously you want to make sure that any materially relevant information is in your data room (see next step). But — if that’s relevant in your case — you may also want to include it in the information memorandum: a small comment in one of the slides on how you see big differences in NPS depending on customer segment, or on how you’re currently reviewing the regulatory aspects of feature XY can be enough. Involve your lawyer in such discussions.

Similar to the teaser, you want the information memorandum to be data-driven, to the point and well designed. Carefully review the final version, and potentially also have the designer of your teaser spend some more time on it.

TO DO'S

Elaborate a first version of your information memorandum.

Data room

The data room is usually only needed in the very last phase for confirmatory due diligence, once investors have signed the term sheet. For early stage companies the data room may only include a few dozen documents. For later stage companies it can consist of 1,000+ documents.

Set up a structure that is simple and intuitive. It can be similar to the one you created for the information memorandum. You will want to include all documents that could be relevant for investors, incl. financial reporting, legal documents (company foundation, shareholders’ agreement, key contracts), the minutes of board meetings, etc. Your lawyer will be able to give you a list with typical investor demands in your specific industry, company stage and country.

How should you make this information available to investors? For early stage companies a free cloud-based storage such as Google Docs or Dropbox is usually enough. Make sure you provide read-only access.

If you are in a later stage and/or have highly sensitive information, you will want to use a more sophisticated tool. Such solutions will let you define sophisticated access rights, prevent downloads, watermark the documents, track the access history of each visitor, manage Q&A etc. Here are some of the best tools:

You may hesitate on whether some of your critical know-how should be part of the data room. Even if investors have signed an NDA before they access it, you may still feel uncomfortable sharing some of the insights, especially in the case of strategic investors or parties you don’t know well / don’t fully trust.

There are different ways to handle this. First, you could do this by defining different access rights – e.g. only providing full access rights to selected key investors. Second, you could grant an investor the right to come to your office and have a look at your unpublished patents, your customer list or your core algorithm for them to verify. Third, you could appoint an independent auditor (e.g., an attorney or renowned software development company) to do an audit where the final result is only a green light, without the investor getting access to the details.

TO DO'S

Decide which tool to use for your data room.
Set up a structure and upload all the key documents to the data room.

Term sheet

Traditional fundraising theory will tell you that the term sheet is provided by the lead investor. While the upcoming process will not prevent this from happening, we strongly suggest setting up a simple term sheet version yourself. This will help you structure your internal discussion, enable you to get early commitments from your existing shareholders, and accelerate the speed of the process once you go out to investors.

The basic idea of a term sheet is to agree on key terms before spending much time and money on negotiating the final contract.

Unfortunately it has become standard for term sheets to be long and complex. We ourselves have received term sheets from investors that are 30 (!) pages long. It often takes lots of time to fully look through all the clauses, and in many cases even the support of a lawyer. Frankly, this misses the point of a term sheet.

We propose to radically simplify term sheets. Two pages should be enough, plus one signature page. While you do want to define a few key terms, all the rest should be plain vanilla. Refer to the Shareholders’ Agreement which you reviewed in Phase 1 and which should include many of the key concepts.

The term sheet should be non-binding for both sides, so in case of a big issue in the final agreements (which frankly should not happen) both sides have the possibility to step down.

Here is our version what such a term sheet could look like: Download Term Sheet Template

Here are some other templates and sources that may be helpful:

Seed Round term sheet (short, crowd-sourced)
Series A term sheet proposed by YC. US-focused, short, great template. Note that it is a template of a document with a lead investor, and includes an exclusivity period of 30 days (for final due diligence) which you do not want to include at this stage.
Series A term sheet of the National VC Association (NVCA) in the US.
European-focused seed term sheets.
Good reading material about term sheet clauses – 7’ read.
Book written by Brad Feld, a highly influential US investor. Definitely worth the 30 dollars if you want to fully understand deal terms in the venture business.

Obviously you will need to have your lawyer review the final version of your term sheet. It is critical that all clauses are aligned before the document gets sent out. But you should also make sure that the document remains simple and short, and that you have a signature page for interested investors. Even if the terms may change (slightly) in an upcoming term sheet provided by a lead investor, every signed term sheet will improve your negotiation power and bring you closer to FOMO.
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Make sure you already have a Shareholders’ Agreement in place when you start the fundraising round, even if you don’t have external investors yet. Your lawyer can provide a template. New financing rounds typically reuse many of the clauses already defined in previous rounds. This is also a reason for you want to keep things as simple and standard as possible – every extraordinary need expressed by new investors will also be demanded by future investors.

TO DO'S

Work out a simple draft of a term sheet that is based on standard terms and seems fair to both investors and you.
Have the term sheet reviewed by your lawyer.
Send the term sheet to the existing shareholders who have indicated that they will participate in the round, and have them sign it (the more commitment you get at this stage the easier and faster the next phases will be!).

Non-disclosure agreement (NDA)

NDAs are a hotly debated topic in the startup scene. On one extreme you have VCs who will stop talking to you if you ask them about NDAs in initial conversations. On the other extreme are entrepreneurs who will not even send out a teaser without an NDA.

After having talked to thousands of investors across the globe we feel that a pragmatic approach to NDAs is the way to go. This means the following:

Teaser / initial discussion: do this without asking for NDAs.
Information memorandum: ask for an NDA before sending it out. Beware that some investors may not be willing to sign it – in case it’s a renowned VC, we don’t think this is a no-go. But it’s up to you to decide, or to leave out a few slides which you consider critical.
Data room: No access without NDA.
Contents of NDA: We feel that the symbolic meaning of signing an NDA is often more important than the exact legal terms. So it is usually ok to sign the investor’s version if this makes things easier. Check that the duration is at least 3 years, and that the place of jurisdiction is the city of your HQ or a neutral place.

Most startups will have NDA templates for research projects, business collaborations and other activities. These are typically mutual NDAs. For the fundraising process they should be one-sided and not require your countersignature (remember that you want to make the fundraising process as efficient as possible.) Plus, we strongly feel that an NDA should be short and simple.

Here is a template which you may want to use (as always, please check it with your lawyer): Download NDA Template

There are two additional options to keep documents under control even if an NDA is not (yet) in place: first, personalize all documents sent out by adding the investor’s name to the footer, jointly with the remark “strictly confidential”. It would be highly embarrassing for any investor if such a document is later found on the file server of a competitor.

Second, several companies such as Docsend let you upload your documents to their cloud. Potential investors only receive links rather than the document itself. Similar as in the case of a data room, this enables you to prevent downloads and register whether and how investors access the provided documents.

TO DO'S

Work out an NDA and have it reviewed by your lawyer.

Pipeline of "good news"

Create this pipeline upfront – you want to have great news every 2-3 weeks during the fundraising process. This will seriously help to keep up a positive dialogue with investors who are in the decision process, and get the round closed.

Here are things you may want to include in this pipeline:

Traction: It is very powerful to tell potential investors who are considering an investment that you have grown again in the last month, or that you just reached a new daily/weekly revenue record. Growing traffic, MAUs, DAUs, B2B-leads, revenue etc can all be used here.
Milestones: Reaching a regulatory approval (e.g., in healthcare / fintech), a patent application, a letter of intent LOI from a potential B2B customer, a media article talking about you in a positive way, a key hire, etc can be used here.

If you are a bit more established you may also try to bring the news about your fundraising round into the media. News outlets such as MergerMarket may be interested in covering it in case this is of interest to you. Such coverage may result in inbound traffic from investors.

TO DO'S

Build a long list of “good news” that you envision to reach over the coming months and may be communicated to investors.

Look at your company from an investor’s angle and optimize

Put yourself in the shoes of a sophisticated investor. Besides reading your teaser and information memorandum she will do her own research and analysis. Some things you can influence, others you can’t. Let’s go through the key sources one by one:

Website: Is the message you provide in your documents consistent with the one in your current website? If not this may trigger red flags – so make sure this is the case.
Google: Obviously you don’t have full control over the Google search investors will conduct. But make sure you understand what is found if an investor googles your product or company. If it is competitors popping up via ads or ranked highly organically, investors may ask you about them (ideally they are in your competition slide). If there are negative reviews you will want to prepare a good answer rather than being caught by surprise. YouTube videos from users? Media articles? Make sure you know the top search results.
LinkedIn: Your company profile should be updated, and key persons mentioned in your deck attributed to your company.
Social media: Make sure your Facebook, Instagram etc. is in good shape.
Product reviews: If your product is live there will be reviews – on app stores, Amazon, etc. Make sure you have a full overview of how customers perceive your product. Be prepared to discuss the critique points customers mention in their 1-star reviews.
Other: Investors may access various additional sources to check out your company – Crunchbase, Pitchbook, CB Insights, AppAnnie, SEMRush, etc. Getting access to these tools is helpful to understand how “neutral” sources perceive your competitive landscape.

TO DO'S

Open an incognito window in your browser, and Google your company and product. Try to put yourself in the shoes of an investor. Include news and videos in your review. Most often there are interesting (and sometimes surprising!) findings. This helps you prepare for upcoming discussions.

Elevator pitch

TO DO'S

Teaser (also called "pitch deck")

TO DO'S

Financials / cash flow statement

TO DO'S

Information memorandum (IM)

TO DO'S

Data room

TO DO'S

Term sheet

TO DO'S

Non-disclosure agreement (NDA)

TO DO'S

Pipeline of "good news"

TO DO'S

Look at your company from an investor’s angle and optimize

TO DO'S

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