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.