Venture Capital Termsheet Negotiation Workshop

Date: Sept 24, 2019

Title: Anatomy of Venture Capital Financing: term sheets, cap tables, valuations and more…

Instructors: David Makarechian, Bhavreet Gill and Scott Elliott (Partners at law firm O'Melveny & Myers LLP)

Time: 9.30am to 1pm

Location: U First Capital office, 3175 Bowers Avenue, Santa Clara, CA 95054.

You can attend in person or over Zoom video. Speakers will join in person from U First Capital office. Zoom link will be sent to registered persons only. These events are intended to be interactive, so attendees will get a chance to ask questions.

Agenda:

9.30-10am Registration and Networking

10-12pm Training

12pm-1pm Lunch and Open Discussion

Description:

This workshop will focus on the venture financing deal process including the following:

· diligence strategy and the diligence areas that are key to investors

· price and valuation - how are they determined and negotiation pointers

· overview of the key documents used in venture financing and what they accomplish

· a deep dive into the anatomy of a term sheet, including a detailed review of key terms, with real world examples and negotiation tips

· cap tables - what is a pro forma? how is dilution measured? what sort of dilution is typical at various stages and how does it play out in the real world?

· real world case studies that incorporate all of the above and will provide models of what to do and what not to do.​

Speaker bios:

David Makarechian

David Makarechian is Chair of O’Melveny’s Emerging Technologies Group and Head of O’Melveny’s Northern California Corporate Department. He has more than twenty-five years of experience in mergers & acquisitions, focused on representing acquirers and targets in the technology and emerging growth company sectors, in Silicon Valley, nationally and internationally. His clients include public and private companies, venture capital and private equity investors, multinational corporations in cross border transactions and sovereign wealth funds. His practice also includes joint ventures, corporate governance and 1934 Act reporting of public companies, and the representation of venture-backed companies and venture capital and private equity investors.

David has served as lead counsel in hundreds of mergers and acquisitions, ranging in size from $1 million to $4 billion, as well as numerous venture capital, angel and private-equity financings, and a significant number of recapitalizations, public offerings and other transactions in the technology sector. David’s practice focuses on security, identity management, augmented and virtual reality, semiconductor, optics and other hardware, technology enabled services and software of all types including enterprise SaaS, AI, cloud, data analytics, mobile and consumer internet, clean energy, battery and storage. David also has experience with companies in the food-tech and ag-tech sectors, as well as growth companies in food and beverage and retail.

Bhavreet Gill

Bhavreet Singh Gill focuses his practice on representing emerging technology companies in a broad range of transactional and general corporate matters, including venture capital and private equity financing, mergers and acquisitions, strategic transactions and cross-border transactions.

Bhavreet maintains an active pro-bono practice that involves attending to corporate governance matters, advising on entity formation, and drafting loan documents for low-income entrepreneurs and non-profit entities.

Scott Elliott

Scott Elliott, co-head of the Firm’s Life Sciences Practice, focuses his practice on corporate and transactional matters including mergers and acquisitions, corporate financing transactions and general corporate and securities law issues. He advises clients in various industries including life sciences and technology, and their investors. He has represented software, hardware, medical device and other technology companies in their incorporation to venture funding, growth counseling to sale or IPO. He has extensive experience advising public and private company clients and financial sponsors on acquisitions, buyouts, going-private transactions, and minority investments as well as public and private securities offerings.