Hi everyone

Looking for some advice about what to do here. It feels like there is nothing straight forward in this startup journey :)

So we got offered to purchase our b2b saas platform for let’s say 1.7M now, with an earnout later. It is a great opportunity for us as they are leaders in our industry and almost completely derisk our earnout… it’s been a hard few years getting here.

The interesting part is the breakdown of funds for the 1.7M now.

Investor A invested 2 years ago with 500k, they now own approx 19pc. Investor B invested last year for 1M but said he wanted pref shares on liquidation. We never thought anything of it and put in shareholders agreement.

But… they omitted preference on sale of shares, ie preference shares. So there is no clause in our SHA covering preference for return of the first 1M back to them before the rest is split.

This means that in fact myself and cofounder do best out of this and clear about 450k each. While our investor B only gets 300k now and has to hope the earnout goes to plan, which it will! But that’s an aside.

But investor B is now arguing that he did in fact say this to us in person at the time… preference in sale or shares as well as liquidation.

We are unsure what to do, do we stick to our guns or agree some sort of compromise where we give a bit each to them?

What would or have people done here before?

at the time we barely understood what it meant to be honest and just deferred to the lawyer when it was asked for in the term sheet. the lawyer pretty much copy pasted the clause from the term sheet. Investor Bs mistake…

  • MsShadow69123@alien.topBEnglish
    1·
    10 months ago

    I think many have hit on it, but are you really prepared to burn the bridge with someone who can write a $1mm check to you(and presumably alot more in future ventures) for a $450K payout(it seems like you would still get about a $150K payout based on the numbers if you gave the investor his 1mm back first).

    If it were me, I’d try to talk to acquiring company and request the following(in order):

    • same upfront, stock in the acquiring company equal to the proposed payout(this gives you all upside of the acquisition, limits the cash outflow of the acquiring company) this will be the least likely scenario however

    • larger upfront(2-3x larger than current offer at least, no earnings payout)

    • Same upfront, OFFER TO STAY ON OVERSEEING COMPANY FOR 5 YEARS TIME(tie your payout to a 5 year performance metric). This limits the likelihood they will scrap the project and potentially screw you out if your payout