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Carolynn Levy and Kirsty Nathoo - Startup Investor School Day 1
Carolynn Levy

Carolynn Levy and Kirsty Nathoo - Startup Investor School Day 1

Mar 6, 2018

Key Takeaways


  • The SAFE (Simple Agreement for Future Equity) is a convertible security used in startup investing, designed for simplicity and efficiency at early stages.
  • SAFEs allow investors to fund startups now with an agreement to convert to equity in the future, avoiding immediate legal counsel needs.
  • The two main negotiable terms in a SAFE are the investment amount and the valuation cap, or alternatively, a discount on future round prices.
  • SAFEs are not debt instruments; they do not carry interest or have to be repaid at maturity, differentiating them from convertible notes.
  • Investment through a SAFE can convert during subsequent priced rounds such as seed or Series A, depending on the startup's progress.
  • The valuation cap provides a reward mechanism for early-stage investment, setting a maximum share conversion price.
  • Investors should be aware of potential dilution risks, especially if multiple SAFEs exist with varying terms, requiring careful modeling.
  • Pro-rata rights are a critical component in SAFEs, allowing investors to maintain their shareholding percentage in future rounds.
  • SAFE agreements can shield investors from the complexities of traditional equity financing but require keen awareness of their terms' implications.
  • In scenarios where a company is acquired or fails, SAFE agreements have specific provisions for equity conversion or payout hierarchy.
  • The use of tools like Angel Calc can help investors model SAFE conversions accurately, providing clarity on potential outcomes.
  • Negotiating a SAFE does not necessarily prevent later changes in valuation caps by other investors, highlighting the need for MFN clauses in some cases.
  • Founders decide on the amount raised through SAFEs, but investor negotiations and terms significantly impact potential returns.
  • The presenters emphasize the importance of being patient, understanding the SAFE terms thoroughly, and maintaining good relations with founders to ensure fair outcomes.
  • While SAFEs are prevalent in the US, investors should verify their applicability and legal standing in international contexts.

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