Calculator 3 • Liquidation preference and pro-rata
Term Sheet Exit Waterfall Calculator
Example: with $12.00M of preferred holding 30% of the company, a $40.00M sale pays common holders $28.00M under 1x non-participating preferred, $19.60M under 1x participating ("double-dip"), and $11.20M under 2x participating. Change the inputs below to model your own terms and see the pro-rata check.
1. Exit & Capital Stack Parameters
$45.00M
$5M$50M$100M$200M
2. Liquidation Preference Terms
3. Next-Round Pro-Rata Rights Calculator
Common / Founders Take
$31.50M
70.0% of Exit
Preferred Investors Take
$13.50M
1.13x MOIC
Conversion Threshold
$40.00M
Converted to Common
Pro-Rata Allocation
$1.50M
To Maintain Stake
Interactive model • Proceeds bridge
Step-by-step bridge from the sale price through liquidation preference and participation to net proceeds for common holders.
Founder & Common Payout Comparison at $45.00M Exit
Same ownership, different term sheet clause
Waterfall by sale price
1.0x Non-Participating| Exit Valuation | Preferred Action | Preferred Payout | Common & Founders Payout | Founder Share of Exit |
|---|