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Also known as: waterfall model, exit waterfall, proceeds waterfall

Waterfall Analysis

TechnicalFundraisingLegalFinance

Definition

Waterfall Analysis: A waterfall analysis shows how exit proceeds are distributed among shareholders based on their rights and preferences. It calculates payouts at different exit valuations, accounting for liquidation preferences, participation rights, and conversion scenarios. Understanding the waterfall is crucial for founders to know their actual ownership value.

Example Usage

β€œThe waterfall analysis showed that at a $50M exit, investors would take $40M due to 2x preferences, leaving founders with just $10M.”

Common Misconceptions

Ownership percentage equals payout percentage. Preferences can dramatically change actual proceeds.
Waterfalls only matter at exits. They also affect secondary sales and recap scenarios.
All preferred stock is the same. Participation rights and seniority significantly affect outcomes.

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