An unsolicited term sheet deserves a deliberate response, not a lock-screen reply. Preserve the original offer, confirm who sent it, and give your board, counsel, and finance lead enough time to assess what is actually being proposed.
At 7:12 AM, the temptation is obvious: read the valuation, scan the logo in the sender’s signature, and type back before the coffee is ready. That first reply can set expectations about speed, exclusivity, access to data, and who gets pulled into the process. A polite acknowledgment is enough. Commitment can wait.
Preserve the offer before the conversation expands
Save the original email and every attachment in the form received. Record the time, sender address, recipients, subject line, attached files, and any stated deadline. If the message came through an intermediary, confirm whether they are authorized to represent the prospective investor.
This is basic hygiene, but it matters once versions start moving around. A forwarded PDF may lose metadata. A verbal summary can quietly become the version people remember. A reply sent from a personal phone can leave the rest of the company operating from fragments.
Create a small, access-controlled folder for the materials. Keep a dated log of substantive calls and follow-ups. That record helps the team distinguish between a serious proposal, an early expression of interest, and a request for information dressed up as urgency.
A fast offer can be real. Speed does not remove the need for evidence.
Read the economics past the headline valuation
Valuation gets attention because it is easy to compare. The terms decide more of the outcome.
Ask counsel and experienced operators to review the liquidation preference, participation rights, option-pool treatment, pro rata rights, board composition, voting thresholds, redemption provisions, and any exclusivity language. A high valuation can still come with terms that reshape control, future financing, or the distribution of proceeds in an exit.
Also separate the pre-money number from the ownership math. How much dilution will existing holders take? Is the option pool being increased before the investment? Which shares convert, and under what conditions? Does the offer assume secondary sales, founder liquidity, or a specific use of proceeds?
The right question is not simply, “Is this a good number?” It is: “What company and cap table does this term sheet create if we sign it?”
That discipline is especially useful when an offer arrives before a company planned to raise. Rillet reportedly closed a $100 million Series C led by ICONIQ at a $1 billion valuation, after the round came together within 48 hours while the company was not seeking to raise. Its ARR had doubled in the preceding three months. Those facts explain why inbound attention can accelerate quickly. They do not make speed a reason to skip the underlying review.
Treat urgency as a claim to test
A short deadline may reflect a genuine internal process. It may also be negotiating pressure. Either way, ask what specifically creates the deadline and what changes if it passes.
A credible counterparty should be able to explain the timeline, the expected diligence path, the decision-makers, and whether the offer is contingent on exclusivity. If the answer stays vague while pressure rises, slow down further.
Use the first response to establish a professional cadence. Confirm receipt. Say the team is reviewing the materials. Propose a time for a call after the right people have seen the document. Do not send a cap table, customer list, board materials, or financial detail before deciding what is necessary and how it will be shared.
This is the same operating habit behind The Message You Never Shared: control the information trail before a rushed exchange turns into a larger problem.
Build a decision process that survives excitement
An inbound offer changes the room. Founders may feel validated. Employees may hear rumors. Existing investors may want immediate updates. The best response is a short, clear process with named owners.
Have one person coordinate communications. Have counsel mark the terms. Have finance model ownership and runway under several outcomes. Have the board discuss whether the company should raise at all, rather than assuming that an attractive offer answers that question.
Then compare the offer against the job the capital must do. Does it fund a defined expansion? Does it buy time for a product or market milestone? Does it create pressure to grow into a valuation that changes future fundraising options? A term sheet is an opening proposal, not a verdict on the business.
The first email can be acknowledged in a few lines. The durable work starts afterward: preserve the evidence, inspect the terms, test the urgency, and decide with a complete record in front of you.
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