防稀释条款股权计算表

1、 introduction you raised series a venture capital last year when your company was valued at $30 million. now, you need to raise the series b, but the investors tell you that your company is only worth $20 million. what does this mean to you? and, what is the effect of the anti-dilition provision in

2、the series a investors term sheet? this workbook will calculate how much common shareholders will be diluted in the series b venture financing (preferred stock) which is priced lower than the first round venture financing. you can see the dilution where the series a financing provides for 2 scenario

3、s: simple scenario and normal scenario. in the aimple scenario, you know the purchase price and shares number for series b investor. but this is not the normal scenario, where you only know the pre-money valuation and the investment amount for the series b investor. in each scenario, there are there

4、 situations: 1 - no adjustment to the conversion price 2 - partial adjustment to the conversion price: (broad-based weighted average & narrow-based weighted average) 3 - full adjustment of the conversion price: (full ratched) the workbook includes 3 worksheets: introduction assumptions and results s

5、imple scenario (calculation details) normal scenario (calculation details) just fill in the highlighted assumptions on the worksheet - assumptions and results. drafted by: sam gui, dec. 2007 personal blog: venture capital consultant simple scenario assumptions founders common share40,000,000 series

6、a preferred purchase price$1.00 series a preferred share10,000,000 series b preferred purchase price$0.50 series b preferred share5,000,000 company ownership before series b non anti-dilution weighted average broad based common share80.00%72.73%72.10% series a investor20.00%18.18%18.88% series b inv

7、estor0.00%9.09%9.01% valuation, purchase price & conversion price non anti-dilution weighted average broad based series a conversion price$1.00$0.95 series b purchase price$0.50$0.50 series a post-money valuation$50,000,000$50,000,000 series b pre-money valuation$25,000,000$25,238,095 series a as-co

8、nverted common shares10,000,00010,476,190 series b preferred shares5,000,0005,000,000 series b investment2,500,0002,500,000 normal scenario assumptions founders common share8,000,000 series a investment$2,000,000 series a preferred share %20.00% series b investment$8,000,000 series b pre-money valua

9、tion$8,000,000 company ownership before series b non anti-dilution weighted average broad based common share80.00%40.00%39.02% series a investor20.00%10.00%10.98% series b investor0.00%50.00%50.00% valuation, purchase price & conversion price non anti-dilution weighted average broad based series a c

10、onversion price$1.00$0.8889 series b purchase price$0.80$0.7805 series a post-money valuation$10,000,000$10,000,000 series b pre-money valuation$8,000,000$8,000,000 series a as-converted common shares2,000,0002,250,000 series b preferred shares10,000,00010,250,000 series b investment8,000,0008,000,0

11、00 full ratchet anti-dilutionnarrow based 70.18%61.54% 21.05%30.77% 8.77%7.69% full ratchet anti-dilutionnarrow based $0.83$0.50 $0.50$0.50 $50,000,000$50,000,000 $26,000,000$30,000,000 12,000,00020,000,000 5,000,0005,000,000 2,500,0002,500,000 full ratchet anti-dilutionnarrow based 38.10%37.50% 11.

12、90%12.50% 50.00%50.00% full ratchet anti-dilutionnarrow based $0.8000$0.75 $0.7619$0.75 $10,000,000$10,000,000 $8,000,000$8,000,000 2,500,0002,666,667 10,500,00010,666,667 8,000,0008,000,000 weighted average weighted average weighted average weighted average calculation details assumptions fsfounder

13、s common share40,000,000 opseries a preferred purchase price$1.00 asseries a preferred share10,000,000 npseries b preferred purchase price$0.50 bsseries b preferred share5,000,000 aiseries a investment10,000,000 biseries b investment2,500,000 before series b financing common share40,000,000 series a

14、 conversion price$1.00 series a common share on as-converted base10,000,000 total fully diluted shares50,000,000 series a post-money valuation50,000,000 non anti-dilution common share40,000,000 series a conversion price$1.00 series a common share on as-converted base10,000,000 series b conversion pr

15、ice$0.50 series b common share on as-converted base5,000,000 total fully diluted shares55,000,000 series b post-money valuation27,500,000 broad based weighted average common share40,000,000 wp series a conversion price$0.95 series a common share on as-converted base10,476,190 series b conversion pri

16、ce$0.50 series b common share on as-converted base5,000,000 total fully diluted shares55,476,190 series b post-money valuation27,738,095 narrow based weighted average common share40,000,000 wp series a conversion price$0.83 series a common share on as-converted base12,000,000 series b conversion pri

17、ce$0.50 series b common share on as-converted base5,000,000 total fully diluted shares57,000,000 series b post-money valuation28,500,000 full ratchet anti-dilution common share 40,000,000 fpseries a conversion price$0.50 series a common share on as-converted base20,000,000 series b conversion price$

18、0.50 series b common share on as-converted base5,000,000 total fully diluted shares65,000,000 series b post-money valuation32,500,000 loss of value between series a and series b non anti-dilution series a post-money valuation50,000,000 series b pre-money valuation25,000,000 loss in value-25,000,000

19、series b post-money valuation27,500,000 founders value after series b20,000,000 series a investors value after series b5,000,000 shared between: founders value lost-20,000,000 %80.00% series a investors value lost-5,000,000 %20.00% % ownership 80.00% 20.00% 100.00% 72.73% 18.18% 9.09% 100.00% 72.10%

20、 18.88% 9.01% 100.00% 70.18% 21.05% 8.77% 100.00% 61.54% 30.77% 7.69% 100.00% b sa sf s b ia sf so p w p + +* = )( b sa s b ia i w p + + = weighted averagefull ratchet anti-dilutionbroad based narrow based 50,000,00050,000,00050,000,000 25,238,09526,000,00030,000,000 -24,761,905-24,000,000-20,000,00

21、0 27,738,09528,500,00032,500,000 20,000,00020,000,00020,000,000 5,238,0956,000,00010,000,000 -20,000,000-20,000,000-20,000,000 80.77%83.33%100.00% -4,761,905-4,000,0000 19.23%16.67%0.00% % ownership before series b financing founders share8,000,00080.00% series a conversion price$1.00 series a commo

22、n share on as-converted base2,000,00020.00% total fully diluted shares10,000,000100.00% non anti-dilution common share8,000,00040.00% series a conversion price$1.00 series a common share on as-converted base2,000,00010.00% total fully diluted shares before series b10,000,000 series b pre-money valua

23、tion$8,000,000 series b investment$8,000,000 series b shares10,000,00050.00% npseries b purchase price$0.80 total fully diluted shares20,000,000100.00% broad based weighted average common share8,000,00039.02% wpseries a conversion price$0.8889 series a common share on as-converted base2,250,00010.98

24、% total fully diluted shares before series b10,250,000 series b pre-money valuation$8,000,000 series b investment$8,000,000 series b shares10,250,00050.00% npseries b purchase price$0.7805 total fully diluted shares20,500,000100.00% narrow based weighted average common share8,000,00038.10% wpseries

25、a conversion price$0.8000 series a common share on as-converted base2,500,00011.90% total fully diluted shares before series b10,500,000 series b pre-money valuation$8,000,000 series b investment$8,000,000 series b shares10,500,00050.00% npseries b purchase price$0.7619 total fully diluted shares21,

26、000,000100.00% full ratchet anti-dilution common share 8,000,00037.50% fpseries a conversion price$0.75 series a common share on as-converted base2,666,66712.50% total fully diluted shares before series b10,666,667 series b pre-money valuation$8,000,000 series b investment$8,000,000 series b shares1

27、0,666,66750.00% npseries b purchase price$0.75 total fully diluted shares21,333,333100.00% loss of value between series a and series b non anti-dilution weighted averagefull ratchet anti-dilutionbroad based narrow based series a post-money valuation10,000,00010,000,00010,000,00010,000,000 series b pre-money valuation8,000,0008,000,0008,000,0008,000,000 loss in value-2,000,000-2,000,000-2,000,000-2,000,000 series b post-money valuation16,000,00016,000,00016,000,00016,000,000