Valuation and milestones

Venture capital investors will agree with the company in which they intend to invest on a valuation for the company prior to the new investment round (the pre-money valuation). The pre-money valuation is used to determine the price per share to be paid by investors on the completion of the new investment round (the purchase price). The purchase price is calculated by dividing the pre-money valuation by the fully diluted number of shares of the company immediately prior to the time of completion.

Fully diluted usually includes shares that have been issued by the company, shares allocated to the employee option pool (see Employee share option plan) and any other shares which the company could be required to issue through options, warrants, convertible debt or other commitments. The pre-money valuation should be distinguished from the post-money valuation, which refers to the valuation of the company immediately following (and which includes the investment proceeds from) the new round.

Quite often, venture capital investors will not wish to make all of their investment on completion. Instead they will invest in tranches, subject to various technical and/or commercial targets (milestones) being met. These milestones will be set out in the Subscription Agreement. Failure to meet a milestone does not automatically mean that the investors will not provide the additional money, but it may mean that they will seek to negotiate different terms for these amounts.

ratchetSometimes a mechanism, a ratchet (see Ratchets) is used to adjust the respective shareholdings of the investors and the founders depending on either the company's performance or the level of returns on an exit (exit ratchet). This technique is principally used to find a bridge between widely differing views of a company's value, or to provide additional incentives/rewards to the founders for delivering excellent returns to the investors. Ratchets can be complicated in operation and need to be very carefully thought through due to tax issues and in order to avoid conflicts of interest between the founders, the company and its other shareholders at a later date.

If you have any questions on this article or would like to propose a subject to be addressed by Synapse please contact us.

people holding jigsaw pieces

Howard Palmer

Howard is a partner in the corporate technology group.

Angus Miln

Angus is a partner in the corporate technology group.