Aleksey Krylov Waterfall Analysis Case Study 7-21-2023

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Aleksey Krylov

• 20+ years of experience

• CFO for private/public companies with focus on strategic transactions (M&A, JV, fundraise)

• 12 years with 4 different family offices: VC, LBO, structured and distressed investing: 25 deals, $500M+ invested

• Started career in investment banking

• MBA Columbia Business School, BS Babson College, CFA Charterholder

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Business will drive financing structures

Sunrun example:

1. Seed

2. Series A

3. Senior Secured Debt

“Particulars of a funding round often reflect strategic goals the company is targeting in the next 12-18 months,”

-AlekseyKrylov

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Waterfall analysis

TOC

Frequent structures Example

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Scenario #1

1) Founder launched the business with $0 – CEO, Sales & Marketing

◦ 1.1) Founder found a co-founder, took $0 – CTO – for 35% of the business

2) Angel investors put in $500,000 via convertible note, capped at $10M, 5% interest

3) Series A investors put in $5M via pref @$15M pre

4) Series B investors put in $20M via pref @$65M pre

5) IPO investors put in $50M via common @$100M pre

“One has to consider several funding paths and optimizetransaction structuringfordownside risk,”

-AlekseyKrylov

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Scenario #2

1) Founder launched the business with $0 – CEO, Sales & Marketing

1.1) Founder found a co-founder, took $0 – CTO – for 35% of the business

2) Angel investors put in $500,000 via convertible note, capped at $10M, 5% interest

3) Series A investors put in $10M via pref @$50M pre

4) Series B investors put in $10M via pref @$25M pre

“Sometime the startup needs to raise capital at the mostinopportunetimeand incur strong dilution,” -AlekseyKrylov

5) IPO investors put in $50M via common @$100M pre

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Protections

ROFR ?

Anti-dilution

◦ WA?

◦ Full-ratchet?

“Negotiated protections can help protect investor rights and economic interest,”

-AlekseyKrylov

Dividends ?

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Scenario #3

1) Founder launched the business with $0 – CEO, Sales & Marketing

1.1) Founder found a co-founder, took $0 – CTO – for 35% of the business

2) Angel investors put in $500,000 via convertible note, capped at $10M, 5% interest

3) Series A investors put in $10M via pref @$50M pre

4) Series B investors put in $10M via pref @$25M pre

5)

“Capturing upside through creative structuringisabalancingact betweenbeinggreedyandgetting deal done,”

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Scenario #3 – liquidation

• IP Value sold for $12.5M

• Liquidation – waterfall triggered

• Series B gets $10M + (remember dividends and/or liquidation preference)

• Series A gets $2.5M

• Angels get zero

• Common gets zero

“No one wants to hit the brick wall but it happens…,”

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