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Liquidation Preference Related Topics 
The Equity Kicker
NOVEMBER 9, 2016
It turns out that ‘time bomb’ is the much maligned and, I suspect, little understood, liquidation preference. To be clear, liquidation preferences are sometimes used badly and founders should generally turn away from investors who ask for multiple liquidation preferences. However, most of the later rounds or companies raise feature simple 1x liquidation preferences and we’re fine with that.
The Startup Lawyer
JANUARY 10, 2012
In most equity financing rounds, an investor will ask for (and get) a term called a liquidation preference. A liquidation preference is the amount that must be paid to a preferred stock holder before any sale proceeds may be paid to the holders of common stock (i.e., The amount of the liquidation preference is usually expressed as a multiple, with the most common liquidation preference being “1X non-participating.”
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ithacaVC
DECEMBER 14, 2011
Continuing with the “No Mess” theme of commenting on things that give VCs pause, I thought it would be good to touch on liquidation preference. Specifically, “too much” liquidation preference (I will use “LP” for liquidation preference). As most of you probably know, LP is one of the fundamental economic attributes of preferred stock that preferred shareholders enjoy.
The Startup Lawyer
JANUARY 22, 2013
Depending on the delta between the price cap and the pre-money valuation of the qualified equity financing, the convertible note investors could receive a windfall in terms of liquidation preference. Most convertible notes have a price cap as a feature term. The Potential Problem Let’s say Series A investors invest at a pre-money valuation that [.]. Convertible Notes
Altgate
DECEMBER 16, 2010
→ More on Liquidation Preferences Posted on December 16, 2010 by admin A long time ago I had asked a VC about what pre-money valuation he was planning to put in a term sheet he had promised to send over. One of the least understood of these key terms is the liquidation preference. The chart show average pre-money valuation by liquidation preference for 667 rounds of first or second fundings for US technology companies that actually had a liquidation preference.
Altgate
DECEMBER 18, 2008
@altgate Startups, Venture Capital & Everything In Between Skip to content Home Furqan Nazeeri (fn@altgate.com) ← Holiday Cards Year End Management Changes → The 3X Liquidation Preference Is Back! Posted on December 18, 2008 by fnazeeri A while ago I wrote about how a liquidation preference works and I’ve noticed that this has quickly become one of the most popular posts on Altgate and a top-10 result in the Google search for that term.
Feld Thoughts
JUNE 13, 2012
We’ve updated our Foundry Group web site with the new Liquidation Preference beer photo. Foundry Group beer diversion i'm a vc liquidation preference websiteEveryone needs a diversion. Yes – we make beer – or at least my partner Ryan McIntyre and our long time friend Matt Gallagan does. If you miss our old web site pictures, you can now get to them via the diversion tab on the top right.
Scott Edward Walker
DECEMBER 29, 2011
What Is A Liquidation Preference? Miscellaneous antidilution crowdfunding legal checklist liquidation preference no shop startup startups term sheetsBelow is a list of my top ten posts in 2011 based solely on pageviews. Indeed, I was inspired by Chris Dixon and his post of last night (which you should definitely check-out). Moreover, I’m publishing an eBook with Hyperink entitled The Startup Law Playbook , which should be available shortly.
Scott Edward Walker
APRIL 9, 2012
ii) why are convertible notes issued instead of shares of common or preferred stock? In the context of a seed financing, the debt typically automatically converts into shares of preferred stock upon the closing of a Series A round of financing. Most sophisticated investors, however, will not accept shares of common stock for their investment and will push hard for shares of preferred stock, with special rights (as discussed below).
K9 Ventures
NOVEMBER 21, 2011
And that too usually when there is sufficient investor demand for the next round, i.e. the leverage needs to be in the company’s hand (rather than investors) for any type of founder liquidity to even be an option. There are several arguments against providing founder liquidity: 1) The money doesn’t go to the company, but into founders’ pockets : Yes, the money from founder liquidity does go to founders’ pockets, but that’s entirely the point.
K9 Ventures
NOVEMBER 21, 2011
And that too usually when there is sufficient investor demand for the next round, i.e. the leverage needs to be in the company’s hand (rather than investors) for any type of founder liquidity to even be an option. There are several arguments against providing founder liquidity: 1) The money doesn’t go to the company, but into founders’ pockets : Yes, the money from founder liquidity does go to founders’ pockets, but that’s entirely the point.
Scott Edward Walker
APRIL 22, 2012
ii) why are convertible notes issued instead of shares of common or preferred stock? As discussed in part 1 , in the context of a seed financing, a convertible note is a loan that typically automatically converts into shares of preferred stock upon the closing of a Series A round of financing. If the noteholders invested $500,000 and the price per share of the Series A Preferred Stock were $1.00, the noteholders would convert the loan at an effective price of $0.50
Scott Edward Walker
SEPTEMBER 14, 2011
Here are the issues I have addressed to date: common mistakes dealing with VC’s valuation liquidation preferences stock options exploding term sheets and no-shop provisions anti-dilution provisions dividends Board control protective provisions drag-along provisions pay-to-play and pull-up provisions conversion rights non-contractual rights redemption rights In today’s post, I examine the non-binding and conditional language in term sheets.
Scott Edward Walker
JULY 20, 2011
Indeed, there comes a point in time in just about every deal where both sides have dug into certain positions and the question becomes which side will blink first; for example, in a venture capital financing, perhaps the issue is the liquidation preference or the size of the option pool ; or, in an acquisition, perhaps the issue is the cap on seller’s liability or the amount of the escrow.
Scott Edward Walker
JUNE 9, 2011
Here are the issues I have addressed to date: common mistakes dealing with VC’s valuation liquidation preferences stock options exploding term sheets and no-shop provisions anti-dilution provisions dividends Board control protective provisions drag-along provisions pay-to-play and pull-up provisions In today’s post, I examine conversion rights of investors. As many of you know, VC investors are typically issued shares of preferred stock, not common stock.
Scott Edward Walker
JULY 27, 2011
Indeed, whether a minority common stockholder is a founder, an advisor or even a friends/family investor, such stockholder will usually not be contractually granted any of the rights that are typically granted to preferred stockholders. Startup Issues anti-dilution provisions controlling stockholders conversion rights derivative claim fiduciary duty inspection rights liquidation preferences minority stockholders oppression proper purpose redemption rights
Scott Edward Walker
JULY 7, 2011
Here are the issues I have addressed to date: common mistakes dealing with VC’s valuation liquidation preferences stock options exploding term sheets and no-shop provisions anti-dilution provisions dividends Board control protective provisions drag-along provisions pay-to-play and pull-up provisions conversion rights In today’s post, I examine the redemption rights of investors.
Scott Edward Walker
AUGUST 31, 2011
For example, he will explain to you how the liquidation preference works and run spreadsheets, if necessary, to show you how much money you will receive based on different sale scenarios; he will explain to you how the option pool works, including the founders’ significant dilution; and he will discuss what protective provisions are and other tricky legal terms, such as drag-along rights and anti-dilution provisions.
Both Sides of the Table
MAY 30, 2015
When you do a convertible note with a cap that converts into the next round of funding one of the unintended consequences is that if you’re successful and raise at a larger price than your cap the early angels often get “multiple liquidation preferences” on their dollars in. When that initial note converts in stead of $500,000 liquidation preference they would get $2.5 They get their full investment as a 1x liquidation preference.
Feld Thoughts
JUNE 10, 2022
If you don’t know what I mean by structure, they are terms like: Multiple liquidation preferences (you’ll start seeing lots of 2x and 3x on new money) Participating preferred on new money Weird ratchets (other than the typical weighted average), including full ratchets, on next round financings Annual preferred return, including PIK and cash pay on new money Blocks on all kinds of things that a new investor should not have blocking rights on. …
Startup Professionals Musings
JULY 11, 2021
These normally include what percentage of the company the investor now owns, how and when tranches of money will be delivered, and even how and when you can sell your own shares (liquidation preferences).
VC Cafe
OCTOBER 31, 2022
Liquidation preferences – in addition to lower valuations, investors are looking for protective provisions. That means that in these down rounds, some investors are asking to 2-5x liquidation preferences.
Feld Thoughts
FEBRUARY 9, 2016
I’ve seen every imaginable type of liquidation preference structure, pay-to-play dynamic, preferred return, ratchet, share/option bonus, option repricing, and carveout. I suffered through the next financing after implementing a complex structure, or a sale of the company, or a liquidation. Then use the down round to clean up your preference overhang. When I see a carveout being proposed these days, I know there’s a liquidation preference problem.
Growthink Blog
JANUARY 24, 2011
The question is whether they need to issue common or preferred stock. The answer depends on how and what rights are defined in the preferred stock. One very popular "preferred right" or "preference" that adds very significant value to outside investors and is common in venture capital investments is a liquidation preference. liquidate their shares) before any distribution of proceeds in the event of a sale of a company.
Both Sides of the Table
SEPTEMBER 5, 2012
To better understand the arguments for / against convertible equity I suggest you read my posts on those topics: Is convertible debt preferable to equity? Because convertible debt deals often have both a ‘full ratchet’ and often have ‘multiple liquidation preferences’ “ Yup. ” And some seed stage investors told me, “I prefer not to fight over price now. Convertible Notes Also Can Have Multiple Liquidation Preferences.
ithacaVC
JUNE 3, 2015
The punishment comes in the form of “unjust” liquidation preference that the note holders end up with when they convert at a valuation cap that is way lower than the valuation of the actual round. The “unjust” liquidation preference comes in when the valuation cap price applies (it also applies a bit with a discount that is large). Each share of Series A will have a liquidation preference of $1.00 (assuming 1X preference, which is normal).
The Startup Lawyer
MARCH 3, 2014
If you want to discuss liquidation preferences, vesting schedules, or anything startup-related, I’ll be holding an office hour session this Friday March 7th from 130-230pm at UP Global’s SXSW Startup Oasis. The office hour portion of Startup Oasis is blocks of time where you can meet with mentors across a diverse range of skill sets. […]. Startup Lawyer
Feld Thoughts
SEPTEMBER 9, 2015
Some will demonstrate strategically justifiable metrics and have fantastic ‘up round’ exits; others may see liquidation preferences kick in which will negatively impact founders and employees; others may fulfill the adage “IPO is the new down round” , which has been the case for more than half of the public companies on our list. The current usage of the word unicorn makes me tired. I could rant about it for a while, but that would make me tired of myself ranting about it.
Gust
APRIL 16, 2014
So my suggestion here is that (a) you accept the fact that in exchange for the 15K investment you are paying a 20K liquidation preference and 10% of the gross revenue, and that such payments and repayment will inure to the benefit of your investor and his estate, and (b) that you immediately go to a lawyer, and have the lawyer re-draft your agreement to supersede the home-grown one that you are now using.
Both Sides of the Table
JULY 25, 2011
To this day I’m still surprised how few CEOs really understand the differences between 2x liquidation preference and a liquidation preference with a 2x cap. Or what “participating preferred&# stock is and how it can screw you. Liquidation preferences never say things like “participating preferred&# although we all talk about it. This article originally ran on TechCrunch.
Both Sides of the Table
SEPTEMBER 18, 2014
At an accelerator … Me: Raising convertible notes as a seed round is one of the biggest disservices our industry has done to entrepreneurs since 2001-2003 when there were “full ratchets” and “multiple liquidation preferences” – the most hostile terms anybody found in term sheets 10 years ago. I know how to structure around that to protect the founders from getting screwed on a multiple liquidation preference. This week.
The Next Web
FEBRUARY 15, 2015
The terms Liquidation preference: a very important clause… This story continues at The Next Web. Andrej Kiska is an Associate at Credo Ventures. If you haven’t read the first part on equity term sheets, I strongly recommend doing so before moving on. For a general introduction to term sheets and the trade-off between high valuation and complex investment structure, please refer to the introductory post to the guide.
Feld Thoughts
JUNE 2, 2015
Or, if you just want the paragraph, it’s: “If this note converts at a price higher than the cap that you have been given you agree that in the conversion of the note into equity you agree to allow your stock to be converted such that you will receive no more than a 1x non-participating liquidation preference plus any agreed interest.”. As an angel investor, I have never asked for a liquidation preference on conversion that is greater than the dollars I’ve invested.
Both Sides of the Table
JULY 22, 2010
Things like “ participating preferred stock &# in legalese unsurprisingly never actually call out, “hey, this is the participating preferred language.&# We got a3x participating liquidation preference with interest (not participating with a 3x cap, but 3x participating. Term Sheet Overview : The second most important economic term in the term sheet other than price is “liquidation preference.&#
Scott Edward Walker
SEPTEMBER 9, 2014
1 “Given how important they are, it’s surprising that liquidation preferences aren’t discussed more.” I’m using Twitter as a form of micro-blogging to share interesting articles, posts and podcasts relating to entrepreneurship and startups, M&A and legal issues. Below are my five most popular tweets for the past four weeks. Cheers, Scott. Top 5 Tweets. Quora: “What is the best piece of advice your mentor gave you before you founded your startup?”
Both Sides of the Table
APRIL 14, 2010
That means that the likely have a minimum of $15 million in liquidation preferences. It will usually be higher because the liquidation preference has a dividend so if the deal is long in the tooth assume that the liquidation preference might be $20-22 million. Liquidation preference is the amount of money that an investor gets paid before the common stock (e.g. Take liquidation preferences head on. Clean up your own shite.
Both Sides of the Table
MAY 13, 2013
If the money comes from professional investors it usually has a “liquidation preference” meaning that their money comes out before the founders or common stock. (If That’s why liquidation preferences exist – downside protection. For the past 5 years or so Google, Facebook and a handful of tech industry giants have been quietly buying scores of early-stage startups for their talent. And to keep up with the Jones’s it seems that Yahoo!
Berkonomics
JULY 23, 2020
Does the board declare dividends upon the preferred stock invested in order to increase the amount paid out to the preferred – at the expense of the common – shareholders, which usually includes the founder(s)? Conflicts of interest with preferred investors.
Gust
NOVEMBER 15, 2012
In my own portfolio I have companies that are generally perceived to be extremely successful with high profile customers and lots of sales…but they just happen to have a liquidation preference ladder of $25 million! Parts of the answer are that (a) there are enormous regulatory requirements relating to secondary markets, and (b) there are no analysts tracking private company stocks.
Early Growth Financial Services
DECEMBER 4, 2014
I discussed Change of Control, Reverse Vesting, and Liquidation Preferences in … Continue reading → Equity / Debt / Venture Funding You came, you pitched, you conquered. Congratulations! But do you know what to do once you’re asked to sign a term sheet? Let me say that first, you should have already retained a good startup lawyer. Most investors will expect this.
The Equity Kicker
MARCH 3, 2016
All of the deals had a liquidation preference of 1x or more. However, few of the deals went beyond a simple 1x non-participating preference share. I always wondered if companies were accepting multiple liquidation preferences in exchange for high valuations, but that was only the case in 3% of the deals analysed. Last May law firm Fenwick and West published an analysis of the 37 US unicorn deals that happened in the twelve months ending 31st March 2015.
ithacaVC
JUNE 29, 2018
This typically results when the company has raised a lot of money and the preferred stock liquidation preference would absorb an out sized portion of the exit proceeds. The second ( Liquidity_Bonus_Plan_-_Board_Meeting_Slides ) is a power point presentation that a startup board might review when adopting a plan. I have posted a few times on management carve out plans (back in February 2011 and November 2011 ; wow, time flies!!).
The Equity Kicker
JUNE 28, 2013
Otherwise the investors won’t make the multiple on their investment that they want and after liquidation preferences are paid the amount left for the entrepreneur may well also be disappointing. An example to illustrate: Company exits for £20m having raised £1m for 33% of the company in a 1x liquidation preference – the investor gets £8.3m
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