A Waterfall Analysis is a financial model mapping the distribution of exit proceeds to shareholders in accordance with liquidation preferences, stock classes, and caps.
Directly dictates the cap table and dilution structure during fundraising; understanding Waterfall Analysis helps founders model equity distributions when structuring rounds for acquisition payout modeling and investment return projections.
Waterfall Analysis calculates exit payouts. It determines how cash proceeds are distributed across debt, preferred stock classes, options, and common stock, revealing the financial outcomes for all stakeholders.
The sequential payout of proceeds: senior debt first, preferred stock preferences next, option pool payouts, and finally common stock.
It is created during M&A due diligence to calculate the exact cash and stock payouts for each shareholder class.
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