M&A waterfall distribution for VC-backed company

Hello,

I'm a coverage banker at boutique M&A firm trying to find out how to create a waterfall/proceeds distribution model for an acquisition of a venture backed (for context: tech) company that has raised several rounds of equity financing. All the other forums I see on this topic are for private equity GP/LP distributions or for real estate. I suspect an M&A scenario is different because of different preferences and different rights among the different rounds of financing.

Ideally, I'm looking for step by step instructions that also define and discuss the treatment of the various ingredients in the model (such as liquidation rights and preferences). As much detail as I can get would be greatly appreciated! Basically assume I know nothing about the inputs or the model at all (which isn't true, but is sadly close to it).

Thanks!

2 Comments
 

Voluptates quidem neque atque accusamus. Sit error quod delectus officia sed maiores doloribus. Aspernatur vitae quaerat vel delectus atque. Accusantium natus voluptatem recusandae. Itaque architecto similique optio.

Et ut aut sint quia. Explicabo ut nihil id ut quibusdam.

Ut quibusdam eveniet consequatur beatae. Dolorem alias voluptate officia quis ullam alias.

Career Advancement Opportunities

June 2026 Investment Banking

  • Evercore 01 99.4%
  • Moelis & Company 01 98.8%
  • JPMorgan 01 98.2%
  • Guggenheim Partners 01 97.7%
  • Morgan Stanley 07 97.1%

Overall Employee Satisfaction

June 2026 Investment Banking

  • Moelis & Company No 99.4%
  • Morgan Stanley 01 98.8%
  • Evercore 01 98.2%
  • BMO Capital Markets 12 97.6%
  • Banco Santander 01 97.1%

Professional Growth Opportunities

June 2026 Investment Banking

  • Moelis & Company No 99.4%
  • Evercore No 98.8%
  • Morgan Stanley 05 98.2%
  • JPMorgan No 97.7%
  • BMO Capital Markets 12 97.1%

Total Avg Compensation

June 2026 Investment Banking

  • Vice President (14) $434
  • Associates (43) $259
  • 3rd+ Year Analyst (8) $210
  • 2nd Year Analyst (22) $179
  • Intern/Summer Associate (13) $156
  • 1st Year Analyst (75) $151
  • Intern/Summer Analyst (67) $101
notes
16 IB Interviews Notes

“... there’s no excuse to not take advantage of the resources out there available to you. Best value for your $ are the...”

Leaderboard

1
redever's picture
redever
99.2
2
Secyh62's picture
Secyh62
99.0
3
BankonBanking's picture
BankonBanking
99.0
4
kanon's picture
kanon
99.0
5
dosk17's picture
dosk17
98.9
6
CompBanker's picture
CompBanker
98.9
7
DrApeman's picture
DrApeman
98.9
8
GameTheory's picture
GameTheory
98.9
9
Betsy Massar's picture
Betsy Massar
98.9
10
Linda Abraham's picture
Linda Abraham
98.8
success
From 10 rejections to 1 dream investment banking internship

“... I believe it was the single biggest reason why I ended up with an offer...”