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I hope the following is helpful rather than confusing - feel free to ask any clarifying questions. Also, I will preface this with the fact that I am an engineer
by uiri 10y ago
I hope the following is helpful rather than confusing - feel free to ask any clarifying questions. Also, I will preface this with the fact that I am an engineer and not a finance person. I may be subtly wrong on some points and I am happy to be corrected by those with more knowledge on these topics.
Liquidity preferences - Also described in the article as "investors escape safely on Preference stacks", investors usually have terms which state that when the company is sold, they get paid first so that they can at least recoup their investment before anyone else gets paid. Usually they get paid again with everyone else, resulting in a "double dip" into the sale proceeds.
Reverse-merger IPO - this is a rare (for tech companies) deal structure where private company A merges with public company B. The resulting merged company is now publicly listed because company B has already gone through the IPO process.
Dilution - described in the article as "over-dilution" and "dilutive financing", if there are X shares of a company and you own Y shares, then you own Y/X % of the company. If the company then creates Z shares to sell to investors, you own Y/(X + Z) % of the company. The difference between these percentages is dilution. Often, existing investors have anti-dilution provisions. They are able to buy additional shares in the round up to their existing percentage. Founders and employees usually have no such luck.
Ratchet in a down round - Admittedly, I don't know what a ratchet is. I would guess that it is a protection of some sort for investors from a down round and thus bad for founders and employees.
Non-liquid - (nearly) impossible to sell
Highly volatile - a plot of price over time looks like a rollercoaster
Anti-dilution provision - see the latter part of "dilution" above
IPO protections - Also have no idea what these could be. I would guess at something to protect investors who invest at a high valuation where the public valuation is lower.
409-A pricing - How the shares are assigned a value for tax purposes
- nibnib 10y agoThank you. The jargon seems to be the biggest stumbling block here, the concepts make sense. If there is a "Finance for Hackers" out there I would love to read it.
- chakkop 10y agoHi Uiri - excellent summary. To add: Ratchet - when companies raise a down round, investors who invested at a higher valuation get issued additional shares. This effectively adjusts the price/valuation they paid. The number of shares issued depends on the type of 'ratchet' investors have. There are two main types of ratchets: 'weighted-average' and 'full-ratchet'; the latter is not company/employee friendly and is no longer common. For employees, what this means is that if there is a down round their equity will get more heavily diluted than they expect, because additional shares are issued to compensate investors who invested at a higher valuation. IPO protections - you are correct. In late stage/pre-IPO financings, these protect investors from an IPO occurring at a lower valuation than they came in at, either through outright 'blocking rights' (preventing such an IPO from happening) or, as above, through ratchets that adjust their share price/valuation. Such IPO protection terms have increased in 2015/2016.
- blakeyrat 10y agoWhat is a "down round"?
- cheepin 10y agoSuppose a company raised money at some implied valuation. If they raise money again at a lower implied value, you call it a down round.