Deal Terms
Last updated
Quick Answer
A calculation showing how exit proceeds would be distributed among shareholders based on their liquidation preferences and rights.
Liquidation analysis (or waterfall analysis) models how acquisition or IPO proceeds flow to each class of shareholder. It accounts for liquidation preferences, participation rights, conversion optionality, and anti-dilution adjustments to show what each party actually receives.
In Practice
The liquidation analysis showed that in a $100M exit, Series B investors would get $30M (their 1.5x preference), Series A would get $15M, and common shareholders would split the remaining $55M — but in a $500M exit, all preferred would convert to common for a larger share.
What good looks like
Why It Matters
Liquidation analysis reveals the true economics of a deal. A company valued at $200M might deliver very different returns depending on the terms stacked on the cap table.
VC Beast Take
Run the waterfall analysis before you celebrate the valuation headline. The number that matters isn't what the company is worth — it's what YOU get paid.
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Liquidation analysis (or waterfall analysis) models how acquisition or IPO proceeds flow to each class of shareholder. It accounts for liquidation preferences, participation rights, conversion optionality, and anti-dilution adjustments to show what each party actually receives.
Understanding Liquidation Analysis is critical for founders navigating the fundraising process. It directly impacts deal terms, valuation, and the relationship between founders and investors.
Liquidation Analysis falls under the deal-terms category in venture capital. This area covers concepts related to the financial and legal terms that define investment agreements.
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