In 2014, mobile security startup Good Technology was valued at $1.1 billion. Employees thought their equity packages were winning lottery tickets. They were wrong.
One year later, Good sold for $425 million. Employee share prices tumbled from $4.32 a share to $0.44. While executives made millions, employees—some of whom paid $100,000+ in taxes on their equity—made next to nothing.
Good Technology’s situation isn’t uncommon. Like so many startups, it had investors and board members whose equity was protected by high liquidation preference—a guarantee that they get paid first and at least a certain amount when the company sells. When startup investors make millions in a sale, but money runs dry before reaching employees, a bad preference stack is often the cause.
To avoid being surprised when the company you work for is acquired, you need to understand what preferences are, why they’re important, and how you can negotiate around them.
What A Preference Stack Is & Why Startups Need Them
If your equity package works out to 0.1% of the company, shouldn’t you be entitled to 0.1% of the acquisition? Startup financing isn’t that simple.
When a startup is sold, the money it makes is paid to shareholders in a predetermined order, called its “preference stack.” As a rule, employees are last, while shareholders with liquidation preference (LP) come first.
Three factors affect liquidation preference, and understanding them can give you a better sense of who gets paid how much and when:
- Multiple: This decides how much money an investor will be paid. A 1x multiple—standard for mid-stage companies—guarantees the investors get 100% of their money back. Higher multiples become more common in later-stage companies.
- Seniority: This is an investor’s place in the preference stack. Most unicorns have a “pari passu” structure, in which all investors with liquidation preference are paid simultaneously. However, between 2015 and 2016, there was a 60% increase in deals that gave “senior” preference to later-stage investors—meaning they get paid first.
- Participation: There are two types. In standard, “non-participating” preference, an investor with a 1x multiple and 10% ownership chooses to either be paid 1x of their investment or 10% of the acquisition price. In “participating” preference, the investor gets both. The latter arrangement is rare—as of 2014, only 31% of deals included participating preference, and they generally include a payout cap.
https://angel.co/blog/liquidation-preference-your-equity-could-be-worth-millions-or-nothing?email_uid=810303382&utm_campaign=platform-newsletter-101818&utm_content=read-more&utm_medium=email&utm_source=newsletter-newsletter&utm_term=
