Cook Illinois Down Round Term Sheet is a legal document commonly used in venture capital financing that outlines the terms and conditions of an investment during a down round. A down round refers to a situation where a company raises funds at a lower valuation than its previous funding rounds. This can occur due to various reasons such as poor performance, market changes, or investor concerns. The Cook Illinois Down Round Term Sheet covers crucial aspects of the investment, protecting the interests of both the company and the investor. It typically includes the following key elements: 1. Valuation: The term sheet specifies the new valuation of the company, which is usually lower than its previous funding rounds. This valuation is a crucial component as it determines the investor's ownership stake and potential returns. 2. Investment Amount: It outlines the amount of investment being offered in the down round. This amount is negotiated between the company and the investor and depends on factors such as the company's financial situation and future growth prospects. 3. Liquidation Preferences: The term sheet defines the liquidation preferences of the investor in case of an exit event, such as a merger or acquisition. This provision determines the priority of payout to the investor, protecting their investment in case of a lower exit valuation. 4. Anti-Dilution Protection: Down rounds often trigger anti-dilution protection clauses, which prevent existing investors' stakes from getting significantly diluted due to the reduced valuation. The term sheet outlines the specific anti-dilution provisions, such as full ratchet or weighted average, that apply in the down round. 5. Conversion Mechanics: If the down round involves a change in the company's capital structure, such as converting preferred stock into common stock, the term sheet details the conversion mechanics. These mechanics include the conversion ratio and any adjustments to the investor's rights and preferences. It is worth noting that while the term "Cook Illinois Down Round Term Sheet" is not commonly used, companies can adapt general term sheets to reflect the specific details of their down round. The term sheet can also vary depending on factors such as investor demands, bargaining power, and negotiation outcomes. However, the aforementioned components are typically addressed in most down round term sheets.