Taking the previous numbers, if the downround of Round B includes a so-called weighted average clause of Investor A, the valuation at which A will get shares from Founder will be a weighted valuation.
In simple terms, it could be (4M +2.5M)/2 post-money valuation. So the blended value would be 3.25M
Taking A's 1 M, they would give him
1M / 3.25 M = 31% (lets round to 30% to make things easier)
Investor B would still invest at 2.5 M post money
which is 0.5 M / 2.5 M = 20%
Captable after Round B would look as follows
Investor A 30%
Investor B 20%
Founder 50%
So instead of loosing 35% the founder would loose 25% of his shares.
So the simple advice to entrepreneurs is: just negotiate the contract in a way that removes
any form of ratchet clauses.
Venture Capital Tricks
This blog is for entrepreneurs who are dealing with VC's in negotiations. There are VC tricks, deal breakers, VC Traps. So you better watch out
Dienstag, 31. Mai 2011
Full ratchet clause
This full ratchet clause when applied in vc contracts will dilute the entrepreneur to a level which makes him simply leave the company.
How does it work ?
Valuation Round A is 4 Million post money (pre-money valuation is 3 M)
Investor A has invested 1 M for 25%
If in Round B (which is a downround) valuation valuation drops to - lets say - 2 M pre-money, and another Investor B invests 0.5M the captable will look as follows
Round A
Investor A 25%
Founder 75%
Round B
Investor A 40%
Investor B 20%
Founder 40%
So A has gained 15% doing nothing and Founder has lost 35%.
How can this happen?
The money that was invested by investor A is valued at 100% at the valution of the downround B.
So 1M/ 2.5M = 40%
Investor B just invests 0.5M at 2.5 M post money valuation.
How does it work ?
Valuation Round A is 4 Million post money (pre-money valuation is 3 M)
Investor A has invested 1 M for 25%
If in Round B (which is a downround) valuation valuation drops to - lets say - 2 M pre-money, and another Investor B invests 0.5M the captable will look as follows
Round A
Investor A 25%
Founder 75%
Round B
Investor A 40%
Investor B 20%
Founder 40%
So A has gained 15% doing nothing and Founder has lost 35%.
How can this happen?
The money that was invested by investor A is valued at 100% at the valution of the downround B.
So 1M/ 2.5M = 40%
Investor B just invests 0.5M at 2.5 M post money valuation.
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