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Suppose that today is 31 December 2023 (two years prior to the expected time of exit, which is assumed to occur on 31 December 2025)

Suppose that today is 31 December 2023 (two years prior to the expected time of exit, which is assumed to occur on 31 December 2025) and that Wave Master and TAMU Venture Associates have agreed to all the following Series B financing term sheet provisions except for the Series B purchase/conversion price:

  • TAMU Venture Associates purchases $3.0 million in participating convertible preferred stock for a minority ownership stake (capped at 6.0x the Series B investment amount).
  • The Series B preferred stock has a 1.25x liquidation preference.
  • TAMU Venture Associates is entitled to receive non-cumulative dividends in preference to common stockholders at the rate of 15% per annum (not compounding). Assume that the Board of Directors of Wave Master Inc. does not intend to declare any dividends between 31 December 2023 and 31 December 2025.
  • Industry intelligence suggests that TAMU Venture Associates uses the capital asset pricing model (CAPM) to estimate an appropriate discount rate for the systematic risk of all potential investments. Based on confidential sources, assume that TAMU Venture Partners uses the following CAPM inputs: risk-free rate (rf) of 6%, an equity beta (e) of 4.0 and an equity market risk premium of 8.0%.
  • As part of the Series B financing offer, TAMU Venture Associates mandates that 250,000 common shares be set aside for future employees as no cost incentive compensation (to be issued only at the date of exit).
  • The Series A Preferred stockholders (Bryan Ventures) agree to forego (i.e. give up) their right to a 1.0x liquidation preference and convert its $2.5 million of no dividend, non-participating convertible preferred stock into 500,000 shares of common stock.
  • The Aggie Angel Networks seed purchase price is also reduced such that it will own 250,000 common shares after the closing of the Series B financing round.
  • The number of shares held by the founder (Olivia) after the Series B financing round is complete is 1 million.

Question: Over what range of Series B ownership stakes (as at the date of initial investment) and Series B purchase/conversion prices could TAMU Venture Associates make an acceptable Series B investment offer to Olivia and Wave Master Inc., assuming that: (i) Olivia will not sign a Series B financing deal unless:

  1. Olivia earns a minimum internal rate of return (IRR) of 25% on her initial investment of $2.5 million (made on 1 January 2021); and
  2. The implied investment return multiple of TAMU Venture Associates is less than three times their initial Series B investment;

AND (ii) assuming that TAMU Venture Associates makes the most conservative exit value assumptions possible.

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