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3. VC Fund Investment Process

VC Fund Investment ProcessVCFI
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The Venture Capital Investment Journey: From Sourcing to Closing

Venture Capital funds invest capital raised from Limited Partners (LPs) into promising startups, aiming to generate significant returns. This isn't a haphazard process; rather, it follows a structured methodology designed to identify the best opportunities, rigorously evaluate them, negotiate terms, and make informed investment decisions aligned with the fund's overall strategy and thesis. While processes vary between firms, most follow a similar chronological path.​

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3.1

Deal Sourcing: Finding Opportunities

The first step is identifying potential startups to invest in. VCs cast a wide net but filter heavily.

 

Common sourcing channels include:

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  • Networks: Leveraging relationships with other VCs, founders in their existing portfolio, entrepreneurs, lawyers, bankers, and industry experts for referrals and introductions. Warm introductions are often preferred.
     

  • Inbound Interest: Receiving pitches directly from startups via website submission forms, emails, or direct outreach.
     

  • Proactive Research: Actively researching specific market trends, technologies, or sectors aligned with the fund's thesis to identify emerging players.
     

  • Events & Ecosystem: Attending demo days, pitch competitions, industry conferences, and engaging with accelerators and incubators.

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3.2

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 Initial Screening & First Meeting:
The Quick Look

With numerous potential deals sourced, the investment team performs an initial screen. This involves reviewing pitch decks and basic company information to quickly assess alignment with the fund's criteria (stage, sector, geography, etc.) and initial potential.

 If a startup passes this first filter, a meeting is typically scheduled. This initial meeting allows the VC to meet the founding team, understand the business model and vision better, ask clarifying questions, and gauge founder-investor fit.

3.3

Due Diligence: Digging Deeper

If the initial meeting confirms interest, the VC firm initiates a thorough due diligence process. This is a deep investigation to validate the startup's claims and assess risks.

 

Key areas examined include:

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  • Team: Backgrounds, experience, expertise, coachability, vision, and ability to execute. Reference checks are common.
     

  • Market: Size of the addressable market (TAM, SAM, SOM), growth rate, market trends, competitive landscape, and barriers to entry.
     

  • Product/Technology: Uniqueness, defensibility (IP), scalability, product roadmap, user feedback, and technical feasibility.
     

  • Business Model & Traction: Revenue model, pricing, customer acquisition strategy, key metrics (e.g., MRR, ARR, churn, LTV/CAC), sales pipeline, and demonstrated progress.
     

  • Financials: Historical financial statements (if any), financial projections, burn rate, runway, and future capital needs.
     

  • Legal: Corporate structure, capitalization table (cap table) review, existing contracts, regulatory compliance, and any potential legal issues.

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This phase often involves multiple meetings, expert calls (e.g., with industry specialists or technical experts), and customer interviews.

3.4

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Deal Memo / Investment Memo:
Making the Internal Case

Following positive due diligence, the deal team (often led by an Associate or Principal and sponsored by a Partner) typically prepares an internal Investment Memo (or Deal Memo). This comprehensive document synthesizes the diligence findings and presents a structured argument for making the investment. It usually includes:

  • Executive Summary

  • Investment Thesis (Why this company, why now?)

  • Detailed findings on Team, Market, Product, Traction, etc.

  • Risk Assessment and Mitigation

  • Proposed Deal Terms (valuation, amount, structure)

  • Financial Analysis and Expected Return Scenarios

  • Rationale for Investment / Strategic Fit


This memo serves as the core document for discussion and decision-making within the VC firm.

3.5

Term Sheet: Outlining the Proposed Deal

If the deal sponsor decides to proceed based on the memo and diligence,
the VC firm typically issues a Term Sheet to the startup. This document
(usually non-binding, except for clauses like confidentiality and
exclusivity/no-shop) outlines the fundamental terms and conditions
of the proposed investment. Key terms often include:

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  • Valuation: Pre-money and post-money valuation of the startup.
     

  • Investment Amount: How much the VC fund (and potentially co-investors) will invest.
     

  • Security Type: Usually Preferred Stock, outlining rights like liquidation preferences.|
     

  • Board Composition: Specifies how the board of directors will be structured post-investment, including investor board seats.
     

  • Protective Provisions: Veto rights granted to investors over certain major company decisions.
     

  • Liquidation Preference: How proceeds are distributed in an exit scenario (e.g., 1x non-participating).
     

  • Anti-Dilution Protection: Protects the investor's stake from being overly diluted by future down rounds.
     

  • Information Rights: Investor rights to access company information.

 

The term sheet is negotiated between the VC firm and the startup founders.

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3.6

Investment Committee (IC): The Final Decision

Once a term sheet is agreed upon in principle (or sometimes before issuing it), the deal sponsor presents the investment opportunity, supported by the investment memo and diligence findings, to the fund's Investment Committee (IC). The IC typically comprises the firm's senior partners.

 

Their role is to:

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  • Critically review the opportunity and diligence materials.
     

  • Challenge assumptions and debate the merits and risks.
     

  • Ensure alignment with the fund's strategy and portfolio construction goals.
     

  • Vote to approve or reject the investment.

 

Approval from the IC is the final internal hurdle required before the fund commits capital. If approved, the parties move to finalize legally binding transaction documents (based on the term sheet) and officially close the investment, transferring funds to the startup.

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