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Cliff Notes S-1: Kayak ? AGILEVC

Agile VC

How They Do It: Aggregate data from travel data warehouses like ITA as well as indexing travel providers websites, provide this information to consumers in a highly customizable search engine. liquidation preference, 6% accumulated dividend (1). Series A-1 Preferred. liquidation preference, 6% accumulated dividend.

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No Mess (Too Much Liquidation Preference)

ithacaVC

Continuing with the “No Mess” theme of commenting on things that give VCs pause, I thought it would be good to touch on liquidation preference. Specifically, “too much” liquidation preference (I will use “LP” for liquidation preference). Ok, enough of the background.

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Facebook’s acqui-hires–$24m on four companies in H1 2012

The Equity Kicker

between them, making the aggregate exit value of these acqui-hires 4.2x, which tells us that if the investors on average had a 24% stake they would have broken even on these deals. Lightbox and Karma had raised money $5.7m

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Rule 409A

ithacaVC

That means, assuming a 1X liquidation preference, that the common stock should be worth zero NOW simply based on the fact that the aggregate liquidation preference exceeds the M&A revenue multiples. Furthermore, it is in an industry where M&A transactions typically happen in the 3-4X revenue range.

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Management Carve Out Plan

ithacaVC

As the investors’ aggregate liquidation preference (ALP) increases typically the need for a MCOP also increases. The ALP is the total amount of $ that preferred stock holders are owed on a sale of the company under their liquidation preferences. A few key points to consider: 1.

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Is convertible debt with a price cap really the best financing structure?

Startup Company Lawyer

Tweaking convertible debt so that common stock (instead of preferred stock) is issued for the conversion discount in order to limit liquidation preference overhang. Convertible debt with a price cap preserves the investor’s “equity&# ownership, but gives the investor extra liquidation preference.

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On the Road to Recap:

abovethecrowd.com

Many have noted that the aggregate shareholder value created by all of the Unicorns will vastly overshadow the losses from the inevitable failed unicorns. This is because these companies have raised so much capital that the early investor is no longer a substantial portion of the voting rights or the liquidation preference stack.

IPO 40