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Wall Street Prep

Demystifying VC Valuation, Term Sheets & Cap Tables

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Demystifying VC Valuation, Term Sheets & Cap Tables

  •   25 Lessons
  •   2h 37m
  •   69,609 Students

Understand the analysis that’s done and the jargon used by venture capital professionals in early-stage investing in this recording of a training delivered by Wall Street Prep to Venture Capital professionals. While no prior experience is required, this venture capital course moves at a very fast pace.

Understand Venture Capital Valuation, Term
Sheets and Cap Tables

How do venture capital (VC) professionals determine the size and ownership stake of their investments? How do they construct term sheets to optimize their chances of generating high investment returns? And how do they construct cap tables to address challenges including option pools, convertible debt and multiple investors?

The 2-hour venture capital valuation course will demystify the analysis that’s done and the jargon that's used in early-stage investing.

"Learn By Doing": This exercise-driven course includes downloadable VC Term Sheet and VC Cap Table Excel exercise files.

What You Will Learn

Part 1: The VC Process and Term Sheet

  • The early-stage investing landscape
  • A typical VC deal process and timeline
  • VC return economics – why they need to hit home runs
  • VC Valuation – back-solving into a pre-money / post-money valuation
  • Understanding VC term sheets

Part 2: VC Math and Cap Tables

  • Cap Table Math: Dilution and price per share after new round
  • Calculating Impact of Option Pool
  • Calculating Impact of Multiple Investors
  • Calculating impact of Convertible Debt
  • Constructing a Cap Table
  • Flow of Funds and Distribution Waterfall

Course Samples

watch video
Term Sheets
watch video
Warm Up: Option Pool
watch video
Convertible Debt

Course Extras

Taught by Bankers

Our instructors are former investment bankers who give lessons real-world context by connecting it to their experience on the desk.

Used on the Street

This is the same comprehensive course our corporate clients use to prepare their analysts and associates.

Breeze Though Lesson Videos at 1.5x & 2x Speed

Save loads of time by bumping up playback speed to breeze through lessons at your own pace.

Free Unlimited Access to the WSP Support Center

Receive answers to questions, free downloads, and more from our staff of experienced investment bankers.


This course does not assume a prior background in VC term sheets or cap tables. However, this course is taught at a fast pace and those who enroll should have an introductory knowledge of accounting (e.g. interaction of balance sheet, cash flow, and income statement) and proficiency in Excel. Students with no prior background in Accounting should enroll in the Accounting Crash Course. Students with limited experience using Excel should enroll in the Excel Crash Course.

Course TOC

Course Introduction
1. VC Term Sheets and Cap Tables Course Welcome 0:46
The VC Process and Term Sheet
2. Venture Capital Term Sheet Intro 1:20
3. Course Downloads Files
4. Example Deal 3:16
5. Sources of Capital 5:37
6. Stages of Capital 1:43
7. Process/Timeline 3:28
8. VC vs Entrepreneur 1:46
9. Law of Returns 2:42
10. Valuation Drivers 2:44
11. Exercise 1: Return Economics 7:30
12. Valuation 9:08
13. Exercise 2: Valuation Decisions 8:23
14. Term Sheets 25:07
15. Exercise 3: Term Sheet 5:23
VC Math and Cap Tables
16. VC Term Sheet Recap and Agenda 1:51
17. VC Cap Table Intro 4:25
18. Warm Up - Simple New Investment Calculations 5:59
19. Warm Up - Option Pool 6:53
20. The Impact of Multiple Investors 5:29
21. Convertible Debt 9:23
22. Cap Table 1: New Investor + Options 11:53
23. Cap Table 2: 2nd Investor + Converts 19:53
24. Waterfall Flow of Funds 12:10
25. Demystifying VC Term Sheets & Cap Tables Review Quiz

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