## **Learning Outcomes**

This article explains core techniques for analyzing private equity and venture capital investments, including:

- Application of the VC (venture capital) valuation method to derive required ownership stakes, post-money and pre-money valuations, deal IRRs, and implied exit values for early-stage private companies.
- Comparison of alternative VC method setups, such as single-round versus multi-round modeling, and recognition of how changes in required return, time to exit, or exit valuation affect ownership and pricing.
- Evaluation of the rationale, structure, and mechanics of staged financing, including milestone design, option value to investors, incentive effects for founders, and downside protection features.
- Interpretation of standard venture capital term sheet clauses—such as liquidation preferences, anti-dilution provisions, vesting schedules, board rights, and protective provisions—and assessment of their impact on cash-flow distribution, control, and risk allocation.
- Identification of common exam-style pitfalls, including misapplication of compounding in IRR calculations, confusion between pre-money and post-money valuations, and misreading of participating versus non-participating liquidation preferences or anti-dilution protections in scenario-based questions.

## **CFA Level 2 Syllabus**

For the CFA Level 2 exam, you are expected to understand the distinctive features of private equity and venture capital investing, with a focus on the following syllabus points:

- Apply the venture capital (VC) method to estimate the post-money and pre-money valuations, ownership percentages, and required returns for private deals.
- Explain the purpose and execution of staged investments in venture capital financing.
- Identify key term sheet provisions and discuss their impact on risk, incentives, and alignment between investors and founders.
- Analyze how legal and contractual mechanisms manage risk and protect investors in early-stage private company financing.

## **Test Your Knowledge**

_Attempt these questions before reading this article. If you find some difficult or cannot remember the answers, remember to look more closely at that area during your revision._

1. Which of the following best describes the primary reason for staged financing in venture capital investments?
   a) To increase the company’s valuation
   b) To align incentives and control risk
   c) To maximize founder liquidity
   d) To reduce legal costs

2. A VC is considering investing \$5 million for a 25% stake in a start-up projected to be sold in 5 years for \$100 million. What is the implied annual IRR (rounded)?
   a) 24%
   b) 32%
   c) 46%
   d) 51%

3. Which term in a typical venture capital term sheet most directly protects investors against a down-round in future financing?
   a) Liquidation preference
   b) Anti-dilution provision
   c) Drag-along right
   d) Vesting schedule

4. True or false? In the VC method, the pre-money valuation equals the post-money valuation minus the new equity investment.

## **Introduction**

Private equity and venture capital investments are distinguished by limited liquidity, information asymmetry, and a high degree of risk. To address these factors, financial modeling techniques like the VC method, milestone-based (staged) financing, and detailed term sheets are standard. Command of these mechanisms is essential for CFA candidates and practitioners involved in valuing and structuring early-stage private company investments.

> **Key Term: VC method**
> A quantitative approach used by venture capitalists to value private companies by estimating target exit value, backing out the investor's required return, and allocating ownership based on investment required and valuation.
>
> **Key Term: staged financing**
> Structuring capital infusions in several rounds, each contingent on the company achieving specific milestones, to manage risk and align interests between investors and management.
>
> **Key Term: term sheet**
> A non-binding document outlining the key commercial and legal terms of a proposed investment, including governance, shareholder protections, and financial rights.
>
> **Key Term: liquidation preference**
> A clause granting investors the right to recover their investment (often with a preferred return) before founders or common shareholders receive proceeds in a liquidation event.
>
> **Key Term: anti-dilution provision**
> A contractual term protecting existing investors from loss of ownership percentage or value if future funding rounds occur at a lower price per share than their original investment.

## THE VC METHOD AND VALUATION

The VC method is the principal tool for quickly estimating the required ownership stake and valuation in private venture deals. The process starts with projecting the company's terminal (exit) value, typically assuming a strategic sale or IPO in a set time frame. This exit value is discounted by the VC's required rate of return (often much higher than public equity discount rates) to arrive at the present value of the post-money valuation.

### Steps in the VC Method

1. Estimate the company's exit value at liquidity event (e.g., IPO or acquisition).
2. Determine the VC's required rate of return (target IRR).
3. Discount the exit value back to the present.
4. Calculate the ownership percentage required for the VC's investment.
5. Deduce the pre-money and post-money valuations.

> **Key Term: post-money valuation**
> The value of the company immediately after the new investment is made.
>
> **Key Term: pre-money valuation**
> The value of the company immediately before the new investment is made.

### **Worked Example 1.1**

A VC considers investing \$4 million in TechGen, expecting to exit in 4 years through a \$40 million sale. The VC requires a 35% annual IRR. What ownership percentage should the VC seek, and what are the pre- and post-money valuations?

> **Answer:**
>
> - Required future value of VC investment: \$4 million × (1 + 0.35)^4 = ~\$13.72 million.
> - Ownership required: \$13.72 million / \$40 million = 34.3%.
> - Post-money valuation: \$4 million / 34.3% ≈ \$11.66 million.
> - Pre-money valuation: \$11.66 million – \$4 million = \$7.66 million.

### **Exam Warning**

> The most common exam trap is failing to compound the IRR over the full investment horizon or mistakenly using a simple (not compound) return in back-calculating ownership percentage. Always use compound return formulas.

## STAGED FINANCING IN VENTURE DEALS

Venture investors manage risk by providing financing in stages ("rounds") tied to clear performance benchmarks (e.g., product development, revenue targets).

- Each round of funding is conditional. If the company fails to meet milestones, the investor may withhold further funding, renegotiate terms, or exit.
- Staged financing allows VCs to limit downside while retaining the option to invest further if the company performs.
- Founders are incentivized to perform, as reaching milestones triggers valuation uplifts and access to the next capital tranche.

### **Worked Example 1.2**

CloudWave, a start-up, agrees with a VC to an initial \$2 million round, contingent on achieving prototype launch within 18 months. Upon success, a further \$8 million will be invested at a higher valuation. What are the principal benefits to the VC?

> **Answer:**
>
> - The VC limits initial risk exposure to \$2 million, minimizing loss if milestones are not achieved.
> - Later funding is provided only if development targets are met, reducing risk of capital misallocation.
> - Potential for higher post-money valuation in the next round if targets are hit.

## TERM SHEETS: PROTECTING INVESTOR INTERESTS

The term sheet details the binding and non-binding provisions covering governance, economic rights, and operational controls in the proposed investment.

Key clauses include:

- **Liquidation preference:** Prioritizes VC recovery in a company sale.
- **Anti-dilution protection:** Ensures ownership is not eroded in future down-rounds.
- **Board composition:** Secures investor representation and input on major decisions.
- **Vesting schedules:** Links founder/management equity to continued performance or employment.
- **Protective provisions:** Allows investors to block certain corporate actions (e.g., new share issuance, major acquisitions).
- **Information rights:** Grants regular reporting and access rights to the investor.

### **Worked Example 1.3**

A VC owns 25% of BioFast with a \$5M investment and a 1x non-participating liquidation preference. The company is sold for \$16M. The remaining 75% is held by founders. What does the VC receive?

> **Answer:**
>
> - Liquidation preference: VC can choose the greater of return of their \$5M investment or 25% of the exit proceeds (\$4M).
> - The VC will claim the \$5M liquidation preference as it is higher, and founders share the remaining \$11M.

### **Exam Warning (Term Sheets)**

> Be alert for exam scenarios testing whether the liquidation preference is participating or non-participating, and the distinction between a 1x, 2x, or higher multiple.

## **Summary**

Private equity and venture capital rely on staged financing, quantitative valuation using the VC method, and comprehensive term sheets to manage risk and align interests. Staged investments protect both investors and founders from excessive risk. Key term sheet clauses directly impact economic outcomes and governance rights. Strong familiarity with these structures is essential for the CFA Level 2 exam.

## **Key Point Checklist**

_This article has covered the following key knowledge points:_

- Structure and apply the VC valuation method (exit value, required return, post-/pre-money calculation)
- Explain the rationale for staged financing and how it serves risk management
- Identify and interpret key term sheet clauses (liquidation preference, anti-dilution, board rights)
- Understand how term sheet provisions align incentives and protect both investors and founders

## **Key Terms and Concepts**

- VC method
- staged financing
- term sheet
- liquidation preference
- anti-dilution provision
- post-money valuation
- pre-money valuation

Private equity and venture capital - VC method staging and term sheets