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What is Liquidation Preference?

Liquidation preference is a term used in venture capital and private equity agreements that specifies the order and amount of payments to investors in the event of a liquidation event, such as the sale, merger, or dissolution of a company. It ensures that investors receive their initial investment back (or a multiple of it) before any remaining proceeds are distributed to other shareholders, including the founders and employees.

How Liquidation Preference Works

Liquidation preference dictates the hierarchy of payouts when a company undergoes a liquidation event. There are typically three types of liquidation preferences:

• Non-Participating Preference: Investors receive their initial investment or a specified multiple of it first. Any remaining proceeds are distributed to other shareholders.
• Participating Preference: Investors receive their initial investment or a specified multiple of it first, and then they also participate in the remaining distribution alongside other shareholders.
• Capped Participating Preference: Similar to participating preference, but with a cap on the total amount investors can receive.

The terms of the liquidation preference are outlined in the company's charter and are agreed upon during the investment negotiations.

Example

Consider a scenario where a company is sold for $50 million. The company had previously raised $10 million in venture capital with a 1x non-participating liquidation preference. This means the investors are entitled to receive their initial $10 million investment back before any other shareholders receive proceeds.

• Non-Participating Preference: Investors get $10 million. The remaining $40 million is distributed among other shareholders.
• Participating Preference: Investors get $10 million plus their share of the remaining $40 million alongside other shareholders.
• Capped Participating Preference: Investors get $10 million plus their share of the remaining $40 million, but the total they can receive is capped at a specific amount.

Advantages

Liquidation preferences provide protection for investors by ensuring they recover their initial investment or a multiple of it before other shareholders receive any proceeds. This can make investing in startups less risky and more attractive, as it offers a degree of downside protection.

Disadvantages

For founders and other common shareholders, liquidation preferences can reduce the amount they receive from a liquidation event. High or multiple liquidation preferences can significantly diminish the returns for these stakeholders, especially if the company is sold for a lower-than-expected price.

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