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…

  • nhoseyOPBEnglish
    1·
    1 year ago

    ou have the cash and the product, then you owe it to your existing investors to try to fulfil the story you sold them, or get a better valuation such that the investor B gets back at least 1MM plus the risk-free return rate in your area (~1.04MM). The earn-out is a bonus and should not be factored in for this.

    Its more this buyer has a massive customer base that we can sell our product to, they have an adjacent product, adding ours into the mix is a win win for them. They can use it to upsell to existing customers, ontop of their existing product, and even bundle it into new customers to win deals against competitors. It makes their platform play real.

    We have other alternatives, but the earnout seems like a real possibility to hit serious numbers given what we know right now. It feels like it derisks us while removing the major execution risks (They are bigger, have the things and expertise we need to execute well). The buyer is also in a place where upselling our product to their existing customer base is also a massive win for them. We are tied to the ARR, and are aligned with investors regardless we will get the earnout terms pretty nailed down.