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杂谈 |
分类: MSN搬家 |
I've found that even sophisticated entrepreneurs didn't
necessarily grasp how valuation math (or "deal algebra") worked.
VCs talk about pre-money, post-money, and share price as though
these were universally defined terms that the average American
voter would understand. To insure everyone is talking about the
same thing, I started passing out this document. Recognize that
this is about the math behind the calculations, not the philosophy
of valuation (which Fred's blog addresses).
In a venture capital investment, the terminology and mathematics
can seem confusing at first, particularly given that the investors
are able to calculate the relevant numbers in their heads. The
concepts are actually not complicated, and with a few simple
algebraic tips you will be able to do the math in your head as
well, leading to more effective negotiation.
The essence of a venture capital transaction is that the investor
puts cash in the company in return for newly-issued shares in the
company. The state of affairs immediately prior to the transaction
is referred to as “pre-money,” and immediately after the
transaction “post-money.”
The value of the whole company before the transaction, called the
“pre-money valuation” (and similar to a market capitalization) is
just the share price times the number of shares outstanding before
the transaction:
The total amount invested is just the share price times the number
of shares purchased:
Unlike when you buy publicly traded shares, however, the shares
purchased in a venture capital investment are new shares, leading
to a change in the number of shares
outstanding:
And because the only immediate effect of the transaction on the
value of the company is to increase the amount of cash it has, the
valuation after the transaction is just increased by the amount of
that cash:
The portion of the company owned by the investors after the deal
will just be the number of shares they purchased divided by the
total shares outstanding:
Using some simple algebra (substitute from the earlier equations),
we find out that there is another way to view
this:
So when an investor proposes an investment of $2 million at $3
million “pre” (short for premoney valuation), this means that the
investors will own 40% of the company after the
transaction:
And if you have 1.5 million shares outstanding prior to the
investment, you can calculate the price per
share:
As well as the number of shares issued:
The key trick to remember is that share price is easier to
calculate with pre-money numbers, and fraction of ownership is
easier to calculate with post-money numbers; you switch back and
forth by adding or subtracting the amount of the investment. It is
also important to note that the share price is the same before and
after the deal, which can also be shown with some simple algebraic
manipulations.
A few other points to note
-Investors will almost always require that the company set aside
additional shares for a stock option plan for employees. Investors
will assume and require that these shares are set aside prior to
the investment, thus diluting the founders.
-If there are multiple investors, they must be treated as one in the calculations above.
-To determine an individual ownership fraction, divide the
individual investment by the post-money valuation for the entire
deal.
-For a subsequent financing, to keep the share price flat the
pre-money valuation of the new investment must be the same as the
post-money valuation of the prior investment.
-For early-stage companies, venture investors are normally
interested in owning a particular fraction of the company for an
appropriate investment. The valuation is actually a derived number
and does not really mean anything about what the business is
“worth.”
Author Brad Feld