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EDF Ventures - Harsh Deal Terms?

Posted by Justin Byers, Lead Business Intelligence Analyst on August 21, 2008


You have probably already seen in the press that EDF Ventures subpoenaed TheFunded.com, due to someone having left some not-so-nice comments about EDF Ventures at The Funded website. One of the comments mentioned “Very harsh deal terms…” The analyst team at VC Experts has taken a look at some the deals in our database that EDF Ventures has participated in to see if we could get a sample of "Very harsh deal terms…" What we found was that the deal terms were actually, overall fairly average. There was nothing too out of the ordinary or harsh.


EDF Ventures is a venture capital firm out of Ann Arbor, Michigan. The firm’s main focus is investing in early-stage healthcare companies. They have also supported several IT companies. EDF Ventures has been around since the mid 1980s, and there are approximately twenty-six companies in their portfolio.

Cost of Capital Benchmark

After reviewing some of the deals from our database, we plugged in the deal term data into our Cost of Capital Benchmark tool. From the results, we see that a couple of the portfolio companies’ deal terms are more in favor of the investor (EDF Ventures) than the company, but like we mentioned before, nothing too harsh. You can see below that there were some “company friendly” deal terms as well.


Keep in mind, the lower you are on the chart, the more company-friendly the money, the higher you go on the chart, the more investor-friendly the money. If you are a company raising money, you want be lower on the chart. This is a time when it is not best to be on top if you are the company raising money.


Cost of Capital Benchmark


Arxan Technologies out of Maryland, develops anti-tampering software solutions. The company raised approximately $13 MM in their last Series C round. Of the deals that we reviewed for this report, this one was the most “investor friendly”.


Deal Terms:

Senior Liquidation Preference

Investor Friendly Term

Series C Up Round

Company Friendly Term

0 – 1 Liquidation Multiple

Company Friendly Term

Participating Preferred Stock

Investor Friendly Term

Weighted Average Anti-Dilution

Company Friendly Term

Redemption Clause

Investor Friendly Term

Cumulative Dividends

Investor Friendly Term

8% Dividend Rate

Neutral Term


ValenTx, Inc. is a medical device company based in southern California. The company had a Series A round that raised approximately $6 MM. This was the most “company friendly” deal that we reviewed in this report.


Deal Terms:

Series A

Company Friendly Term

Conventional Convertible Preferred

Company Friendly Term

0 – 1 Liquidation Multiple

Company Friendly Term

Weighted Average Anti-Dilution

Company Friendly Term

NO Redemption Clause

Company Friendly Term

NO Cumulative Dividends

Company Friendly Term

8% Dividend Rate

Neutral Term


Xtera Communications, Inc. (formerly Bandwidth Communications) is headquartered in Texas. The company develops technologies for long-haul fiber optic communications systems. In late 2007, this company brought in approximately $52 MM in a later stage series B round. The deal terms were more on the “company friendly” side.


Deal Terms:

Senior Liquidation Preference

Investor Friendly Term

Series B Up Round

Company Friendly Term

>1 Liquidation Multiple

Investor Friendly Term

Conventional Convertible Preferred

Company Friendly Term

Weighted Average Anti-Dilution

Company Friendly Term

NO Redemption Clause

Company Friendly Term

Cumulative Dividends

Investor Friendly Term

8% Dividend Rate

Neutral Term


Biosurface Engineering Technologies, Inc. (also known as BioSET) is a provider of surface modification solutions for the medical industry. The company is headquartered in Maryland. The company had a Series C round in mid 2006 that had deal terms leaning more in favor of the investor.


Deal Terms:

Senior Liquidation Preference

Investor Friendly Term

Series C Flat Round

Company Friendly Term

0 -1 Liquidation Multiple

Company Friendly Term

Participating Preferred Stock

Investor Friendly Term

Weighted Average Anti-Dilution

Company Friendly Term

Redemption Clause

Investor Friendly Term

Cumulative Dividends

Investor Friendly Term

8% Dividend Rate

Neutral Term


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Comments

Hold on here, your analysis is flawed to say the least, first, those comments were made in a private forum for CEOs and entreprenuers to understand "all" aspects of a venture company and were from my view discussing a restructuring. The true colors of Venture Folks come out on those infamous discussions about down-rounds, re-positioning, re-starts and the like. In my opinion (perhaps someone should create a study on this), a large percentage of startups are short on capital under the best circumstances and just a couple of curveballs to the business plan can cause havoc to cash flow. Some VCs automatically replace the CEO, some look at the opportunity and growth, it depends on a lot of factors. It appears from the comments that the founders were going to take in the shorts if they wanted to keep going or get pushed out. So, I can imagine that the terms on the "down round" may have easily been considered "harsh". Maybe the VC had a real good idea on the lack of performance of the company and it fell squarely on the CEO or others. Can't tell and it is subjective at best. Your blog entry is without merit concerning restructurings with management changes.


Dave, September 11, 03:30 pm



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November 21, 2008
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