Cap Table Exit Waterfall Simulator

Preferred shareholders don't just take a proportional slice, they take their liquidation preference first, and may convert to common if that pays more. See exactly how a sale price actually splits.

Reading This Tool

How To Use This Simulator

Enter the exit sale price, preferred investment terms, and ownership split.

The waterfall shows the exit proceeds bridging down through the preferred liquidation preference to what's left for common. Non-participating preferred automatically converts to common in this model whenever that pays more than the preference.

Your Inputs

Exit Sale Price $20,000,000

Total Preferred Invested $5,000,000

Liquidation Preference Multiple 1.0x

Preferred Ownership % (As-Converted) 40%

Preferred Structure

This model assumes a single class of preferred stock. Real cap tables with multiple preferred series carry separate liquidation stacks by seniority, this simplification illustrates the core mechanic clearly for one round.

Exit Proceeds Split

To Preferred Holders

To Common Holders

Preferred Return Multiple On Invested Capital

0.0x

Exit Proceeds Waterfall

This is a simplified illustrative model of a single-class waterfall. Actual exit distributions depend on the specific terms in your certificate of incorporation, shareholder agreements, and any option pool or warrant treatment, which can materially change the outcome.

Modeling an actual term sheet or LOI?

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