There comes a time in every founder’s business journey when you start thinking about an exit. This could be when you raise equity funding; when you’re approached with an acquisition offer; or even when you’re starting to make retirement plans.

But even if you’re not going anywhere anytime soon, modelling and comparing your exit options can help inform strategic decision-making and your business plan, along with other benefits.

And if you raise outside funding, it’s likely not as simple as divvying up the spoils.

Typically, investors who have come on board at different stages will each have different term sheets and slightly different agreements that have to be honoured. 

This will affect what an exit event will look like, the returns each investor will receive, and – ultimately – what’s left for the founders.

How is exit waterfall calculated?

In very simplified terms, calculating your exit waterfall has three main steps:

  1. Create a cap table showing different classes of shareholders, and their respective rights;
  2. Figure out your exit valuation, taking into account any debts or other costs;
  3. Figure out the value of each shareholder’s entitlement… essentially who gets what.

For some startups and tech-enabled companies, this can be a relatively simple exercise. 

For others – those who have raised multiple rounds and ended up with extensive and complex cap tables – well, it gets complicated

Things to consider when calculating your exit waterfall can include:

  • The total valuation of the business, and valuation goals;
  • The number of funding rounds completed;
  • Liquidation preferences and seniority of existing investors;
  • Impact of an employee share scheme;
  • Desired timeline for an exit event; and
  • The business plan for getting there (and your ability to execute).

This calculator is intended to provide a simple estimate of your business’ exit waterfall, whether you have already taken on equity funding, or whether you’re considering the impact it might have on your end outcome.

Disclaimer - *This calculator provides an estimate only. True exit waterfall modelling depends on many variables, and should be calculated with the help of a professional.

(For a better experience, it's best to view and use on desktop).

What are the benefits of understanding your exit waterfall?

  • Understand the outcome of various exit scenarios, for founders, team members and investors.
  • Make informed decisions before committing to raising equity capital.
  • Model different scenarios to understand the long-term impact of diluting shareholders’ equity.
  • Maintain a clear understanding of shareholders’ equity and entitlements over time.
  • Know your startup’s value when talking to VCs and when approaching exit discussions.
  • Understand what your ‘ideal’ exit looks like, and how to get there.
  • Assess the value of employee share schemes, which can help attract quality talent.
  • Keep shareholders information up to date, ensuring you have your ducks in a row if and when you come to an exit event.
  • Inform strategic decision-making, and focus on activities that increase exit value for all shareholders.

Example:

Imagine a hypothetical ecommerce startup, providing a marketplace for second-hand and ethically sourced clothing. The business raised $150,000 in angel funding to get off the ground, at a valuation of $750,000 (selling 20% of the business).

Later, it raised $1 million in Series A funding, at a valuation of $10 million (selling another 10% of the business).

The two co-founders still share ownership of the other 70% of the company, which is now valued at $20 million, and growing at a rate of 50%, year-on-year.

A global retailer has expressed interest in acquiring the startup for $20 million.

In this scenario, the angel investors, combined, would be repaid their initial $150,000 investment, plus 20% of the acquisition price – $4 million.

The Series A investors would be entitled to 10%, or $2 million, and would also be returned their initial investment of $1 million.

In one year’s time, however, the founders and investors predict the business will be worth $30 million.

Based on this, they decide not to accept the acquisition offer, and instead continue with their business plan, anticipating a more lucrative exit further down the track.

How Tractor can help

Tractor Ventures offers non-dilutive debt funding, designed specifically with startups, scaleups and other tech-enabled businesses in mind. 

Our loans can provide an alternative to equity funding, allowing businesses that are generating revenue to invest in activities to boost short-term growth, without giving up any ownership in the company.

However, Tractor loans are also just another tool in the founders’ toolkit, bringing elasticity to the funding journey.

Non-dilutive funding can help improve valuation ahead of a planned equity raise, or be used in conjunction with equity funding for different use cases.

Exit waterfall modelling can help founders consider the effects of equity fundraising and debt funding on a future exit event, ensuring you find the balance that’s right for you, your business, your team and investors in the long run.

Weighing up your funding options?

Learn more about Tractor’s lending solutions for startups and tech-enabled businesses.

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