Imagine for a second that you make $50,000/year salary as an employee at a startup. Feeling the entrepreneurial itch, you make the plunge and start a company thinking that one of your first financial goals is to grow the company to the point that you can make $50,000/year in profit. Only, once you achieve $50,000/year in profit, you quickly realize that $50,000 in profit doesn’t equal your previous compensation. As a business owner, to pay a $50,000 salary, you also have to pay employer taxes (roughly 10% or $5,000 in the case of this salary) as well as employee benefits (easily $5,000 per year). Thus, to pay yourself the previous $50,000 salary, it’s really closer to $60,000 in expenses. All the taxes and extras are distortionary in that many people don’t think through the costs involved.
Yesterday’s post titled Example Founder Dilution Over Multiple Financing Rounds didn’t touch on an important topic: participating preferred stock. Much like the example above with salaries, taxes, and benefits, where it isn’t what it seems at first glance, participating preferred stock is also distortionary. The idea behind participating preferred stock is that at time of sale the investors get some multiple of their money back first, typically 1-3x, and then also get their percentage ownership as well. Also known as a double dip, investors with participating preferred equity really own more of the economic interests of the business than their ownership percentage reflects.
Here’s a participating preferred stock example:
- Entrepreneur wants to raise $10 million at a $40 million pre-money valuation
- Investors think it’s worth $30 million pre-money, but want to do a deal, so they offer $10 million with a $40 million pre-money, and a 1x participating preferred liquidity preference
- Entrepreneur accepts the deal and is happy for the perceived $40 million pre-money valuation and investors are happy that they now get $10 million plus 20% of the business in the event of a sale
- If the business ultimately sells for $50 million, investors nearly double their money ($10 million as part of the preference and $8 million as part of the 20% of $40 million after the preference is removed)
- If the business sells for $10 million, investors get all $10 million as the preference are stacked in front of the other equity holders
- If the business sells for $510 million, investors get $10 million plus 20% of the remaining $500 million, for a total of $110 million
In the end, it doesn’t matter too much if the business is sold at several times the original valuation, otherwise, participating preferences significantly skew the perceived valuation. When talking valuations, always clarify if there are any participating preferred preferences.
What else? What are some other thoughts on how participating preferred stock can skew valuations?