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Cap Table and Exit Waterfall Masterclass

Unstructured Ventures, LLC

Today more than ever, it's important to know how fundraising structures impact ownership and dilution as valuations change, but the terminology and structures can often be confusing and opaque even to people experienced in finance. Even if you are working with experienced investors, lawyers, and founders, knowing the fundamentals of how venture financing structures work can save you from costly misunderstandings and errors.

This six session workshop provides a comprehensive education on modeling equity fundraises, convertible financing instruments (e.g. convertible notes and SAFEs), options, warrants, exit waterfalls.

Each of the six sessions are conducted over Zoom and led by Taylor Davidson of Foresight. The classes are tied to the learning objectives and include a lecture, optional reading, in-class discussion, spreadsheet examples, and practice exercises. Each class uses slides and a spreadsheet in-class to cover the material, and the practice exercises provide you the opportunity to apply what you've learned (and check your work with the included answer keys). 

  • How to model equity fundraises (up and down rounds).
    We'll dive into details on the terminologies and structure of capitalization tables, including how to calculate share prices, use valuations, model equity fundraising rounds, issue new shares to investors, and calculate ownership percentages. We will also cover how to model proratas and antidilution.

  • How to model convertibles.
    We will cover how to issue convertible securities (SAFEs and convertible notes), and how to convert them into shares, calculating share prices, valuations, and ownership percentages.

  • How to model options.
    We will cover how to model option pools, from creating, refreshing, and tracking the issuance of options through rounds, and how they impact calculations of share prices and share counts for equity investors

  • How to model exit waterfalls.
    We will learn how to create an exit waterfall to model the distribution of proceeds to shareholders, detailing how to handle liquidity preferences, converting preferred shares to common shares, and handle the flow of proceeds to multiple classes of shareholders.

  • How to model investor returns.
    Continuing on from the first class on exit waterfalls, we'll dive into how to use the waterfall to understand investor returns across share classes, incentives around the terms and structures around liquidity distributions, and more advanced topics around waterfalls and investor return modeling.

  • Case Study.
    This session reviews the case study, a practical example of modeling a proforma cap table through multiple financing rounds and an exit. You can work on the case along with the classes, ask questions in the community, and we will cover it in the course wrap-up and Q&A.

To register for this course, go to https://foresight.is/cap-table-masterclass and complete the registration and payment for the course.

In order to be awarded the full credit hours, you must attend the Zoom classes and answer at least three polling questions throughout each instructional hour.

Participants will earn 9.0 CPE credits.

Field of Study: Finance

Additional Information 

Prerequisites: Basic knowledge of venture capital and startups. No experience, formal education, nor degrees on the subject are required. 

Who Should Attend: Investors, executives, finance professionals, advisors, and lawyers interested in executing and/or assisting on venture capital investment transactions.

Advanced Preparation: None 

Program Level: Basic

Delivery Method: Group Internet Based

Refunds and Cancellations: This course is backed by Maven’s Satisfaction Guarantee. You can receive a full refund within 14 days after the course ends, provided you meet the completion criteria in Maven's refund policy (available at https://help.maven.com/en/articles/8705540-maven-s-satisfaction-guarantee ). For more information regarding administrative policies such as complaint and refund, please contact our offices at taylor@foresight.is or +1 646.770.0052

Unstructured Ventures, LLC is registered with the National Association of State Boards of Accountancy (NASBA) as a sponsor of continuing professional education on the National Registry of CPE Sponsors. State boards of accountancy have final authority on the acceptance of individual courses for CPE credit. Complaints regarding registered sponsors may be submitted to the National Registry of CPE Sponsors through its website: www.NASBARegistry.org.

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