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VC Term Sheets (SMS)

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Unit 32 of 48
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Liquidation Preference


This page is the companion material to our SMS-based course “VC Term Sheets“. If you haven’t purchased this course yet, you are viewing it for free as a sample.

👉 Click here if you want to know more about this course. 


Let’s take an example, starting with the same assumptions as the previous lesson:

  • VCs take 20% of the Company for a $2 million investment (post-money valuation of $10 million)
  • The Company is sold for $5 million five years later

Option 1: VCS own “1X” Non-Participating Preferred Shares

The preferred amount is $2 million. 

The exit proceeds are divided as follows:

Proceeds ($M)% of Total Proceeds
VCs240%
Founders360%
TOTAL5100%

It now becomes clear how liquidation preference protects VCs against the Difference in Cost Base. In our earlier example, VCs lost $1 million.  Thanks to the liquidation preference, they recoup their initial investment.

Note that Founders had originally sold 20% of their company, but get only 60% of the proceeds at exit (vs. 80%.)

Option 2: VCS own “1X + 15%IRR” Non-Participating Preferred Shares

After five years, the preferred amount ballooned to $4 million.

Formula: 2 * (1 + 15%) ^5 = 4

The exit proceeds are now divided as follows:

Proceeds ($M)% of Total Proceeds
VCs480%
Founders120%
TOTAL5100%

This is worse for Founders as they now capture only 20% of the exit proceeds due to the liquidation preference parameters.

Note: this type of preference is rarely used before pre-IPO rounds, at least in the US.

Option 3: VCS own “1X” Participating Preferred Shares

This time, VCs not only take the preferred amount first (i.e., $2 million) but also their pro rata share of what is left (i.e., 20%).

The exit proceeds are divided as follows:

Proceeds ($M)% of Total Proceeds
VCs2.652%
Founders2.448%
TOTAL5.0100%

This is considerably worse for Founders vs. the 1X non-participating scenario.

Here is the Liquidation Preference clause in the NVCA template. As you can see, there is another scenario with a cap on the participation rights (which is equivalent to a minimum return scenario).


In the event of any liquidation, dissolution or winding up of the Company, the proceeds shall be paid as follows:

[Alternative 1 (non-participating Preferred Stock):  First pay [one] times the Original Purchase Price [plus accrued dividends] [plus declared and unpaid dividends] on each share of Series A Preferred (or, if greater, the amount that the Series A Preferred would receive on an as-converted basis).  The balance of any proceeds shall be distributed pro rata to holders of Common Stock.]

[Alternative 2 (full participating Preferred Stock):  First pay [one] times the Original Purchase Price [plus accrued dividends] [plus declared and unpaid dividends] on each share of Series A Preferred.  Thereafter, the Series A Preferred participates with the Common Stock pro rata on an as-converted basis.]

[Alternative 3 (cap on Preferred Stock participation rights):  First pay [one] times the Original Purchase Price [plus accrued dividends] [plus declared and unpaid dividends] on each share of Series A Preferred.  Thereafter, Series A Preferred participates with Common Stock pro rata on an as-converted basis until the holders of Series A Preferred receive an aggregate of [_____] times the Original Purchase Price (including the amount paid pursuant to the preceding sentence).]

A merger or consolidation (other than one in which stockholders of the Company own a majority by voting power of the outstanding shares of the surviving or acquiring corporation) and a sale, lease, transfer, exclusive license or other disposition of all or substantially all of the assets of the Company will be treated as a liquidation event (a “Deemed Liquidation Event”), thereby triggering payment of the liquidation preferences described above [unless the holders of [___]% of the Series A Preferred elect otherwise].  [The Investors’ entitlement to their liquidation preference shall not be abrogated or diminished in the event part of the consideration is subject to escrow in connection with a Deemed Liquidation Event.]


What happens when a new layer of “liquid prefs” is added at each new round of funding? Why is VC called a “Go Big or Go Home” game?

Let us know in the Comments section below.

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