Intermediate Exit Waterfalls

$479

USD

New

2 session, 3 hour intermediate-level course for founders, VCs and lawyers to build exit waterfalls for liquidity distributions. Register to join the live sessions or watch recordings, and get immediate access to course instructional spreadsheets and extra videos.

Upcoming live sessions:

Sept 21 & 26

Join live or watch anytime

We'll build an exit waterfall you can understand.

Creating an exit waterfall to understand how to distribute the proceeds from an merger, acquisition, or exit event to a company's debt and shareholders requires an understanding of how to interpret and convert legal agreements using math.

This two session workshop takes a capitalization table from an example company to learn how to create a dynamic, scenario-driven distribution of proceeds to different classes of preferred shareholders, common shareholders, and option holders, accounting for the preference stack, participation rights, and more.

You'll leave the sessions with access to a spreadsheet resource library covering numerous examples of cap table calculations, slides and videos for you to review whenever you need, and a solid understanding of the fundamentals.

Learn how to model exit waterfalls

Understand how preferred shares impact a waterfall.
Learn the differences between common and preferred shares, focusing on the aspects of preferred share agreements that can significantly impact how proceeds are distributed. Cover liquidation preferences, conversion ratios, participation rights, and more.
Understand seniority and pari-passu.
How to model the flow of proceeds through a preference stack and how to handle pari-passu distributions.
Calculate option and warrant exercises and proceeds.
Model option exercises by evaluating strike prices and proceeds per share, calculate proceeds from option exercise, and adjust the pre-distribution cap table and proceeds for options.
Build your own structure for exit waterfalls.
Create a dynamic waterfall that can address the unique details of the share agreements in a dynamic, repeatable structure.

Please note, my experience is deeper in venture capital, and the class will not cover complicated debt structures more common in private equity.

Who this course is for

Venture Capital analysts and associates, lawyers and accountants looking to learn how to build cexit waterfall models to understand liquidity distributions to shareholders
Founders raising capital for the first time wanting to understand how an exit waterfall and the terms of shareholder agreements impacts returns in an exit
Anyone looking to cut through the jargon and understand the practical aspects to modeling exit waterfalls

Many companies offer an L&D or education budget that can cover the cost of this course. If you need help with a letter to submit for reimbursement, contact me. If you need an invoice, you can generate an invoice from your email purchase receipt and fill in the necessary information.

Learn on your own terms

Intermediate Exit Waterfalls is available a la carte as a standalone class, or as part of the comprehensive Cap Table and Exit Waterfall Masterclass. The goal is to allow you to learn on your own terms: start at any level, sign up for just the topics you want to learn (prerequisites not required), and allow you to progress on your own time.

The Cap Table Masterclass includes all of the classes from Beginning Cap Tables, Intermediate Cap Tables, and this course, as well as an additional practical case study section and access to an online community only for the masterclass participants. You can start with any section (prerequisites not required), register for additional sections, and upgrade to the Masterclass and apply what you've paid for the sections towards the cost of the Masterclass (which is discounted compared to registering for each class separately).

Not sure what level is right for you? Contact me and I'll help you figure out the best for your goals and objectives.

How the course is structured

Prior understanding of equity structures is highly encouraged
This is an intermediate-level class that builds on the concepts covered in Beginning Cap Tables and Intermediate Cap Tables around cap table structures and how to do the calculations for issuing equity, converting convertibles, and modeling options and warrants. You are not required to take the previous classes, but it is recommended you understand those concepts before learning exit waterfalls.
Join live, watch anytime
Each session can be joined live or watched on your own time. You have the option to join a live session to learn interactively and ask questions live, or watch a recording of the material covered during the sessions (or do both!). Learn how you learn best.
Join anytime
Live sessions are generally held on Tuesdays and Thursdays at either 10 AM or 12 PM Eastern time (UTC -4 during EDT, UTC -5) during EST; session one is generally on Tuesdays, session two generally on Thursdays, and they repeat on a cycle approximately every four weeks. When you register, you'll get access to the schedule for the upcoming classes, and you can choose when you want to join live.
Practical, examples-based learning using case studies
Regardless of whether you join live or watch the prerecorded content, all participants get access to the same materials, including the slides, spreadsheets, and links to key readings and examples. The example spreadsheets are broken up into many examples so that you can learn the concepts from multiple angles and situations, and you can download them to Excel or Copy to Google Drive to use and review anytime.
Focus on first principles
This class does not teach the cap table template, but aims to teach you the fundamentals on how to build your own models by focusing on the fundamental concepts and applying them in the mini-cases. Always available for questions and support on fund modeling afterward.
No required homework or prereading
Structured to be manageable for busy professionals with actionable takeaways that you can use in your businesses today. No homework is required. The goal is for you to be able to cover all of the content in two weeks, budgeting for 3 hours of live or recorded instruction and additional time for you to review the additional spreadsheet materials and videos, and if you really want to learn the topic, apply them by building your own cap table.
Interactive and examples-based
My workshops are structured to be highly interactive, with ample opportunity to ask questions and participate in building the answers to the example models we will build during each session.

Frequently asked questions

Why do you teach this?
Back when I worked as a VC, even though I talked about the structures and mechanics of fundraising rounds and cap tables, it's only after I left and built out Foresight that I really learned the details and math behind how they work. I learned the hard way, and after helping hundreds of founders and VCs individually, I'm sharing it with you.
How do I know if this will be valuable for me?
If you are a founder preparing for a fundraising round, or you are a lawyer or venture capitalists that works on deal execution, then this can be integral to your job.
Should I join the live sessions or watch the recordings?
All sessions are recorded and available to watch after the session, and I am available to answer any questions by email. I know that scheduling is hard, and that everyone learns differently, so I aim to provide the same experience to people regardless of whether they join live or watch recordings.
I work full-time, what is the expected time commitment?
The goal is for you to be able to cover all of the content in less than a week, including 3 hours of live or recorded instruction, additional time for you to review the additional spreadsheet materials and videos, and if you really want to learn the topic, apply them by building your own cap table.
Will my employer pay for the course?
This course is highly practical for founders, venture capitalists, and lawyers working on venture fundraising. Many companies offer an L&D or education budget that can cover the cost of this course. If you need help with a letter to submit for reimbursement, contact me. If you need an invoice, you can generate an invoice from your email purchase receipt and fill in the necessary information.
What if I can't afford the course?
The Cap Table and Exit Waterfall Tool by Foresight has been downloaded for free by over 25,000 entrepreneurs, VCs, accountants, lawyers and finance professionals from around the world, and is structured to be an instructional tool on how cap table exit waterfall math works. Feel free to ask questions anytime.
What is the refund policy?
Refunds are provided until the course begins. No partial refunds provided for missed sessions. No refunds after the sessions begin.
Can you run this for smaller groups?
Yes! I offer corporate workshops. If you'd like to run this masterclass or components of the syllabus as a workshop just for your firm, contact Taylor to discuss.
Will there be a community with the course?
There is a private community space for participants in the Cap Table and Exit Waterfall Masterclass where you can share your ideas, get feedback, ask for help, and more, but access to that is not included in the individual courses.
I have questions, who do I contact?
Happy to help, just contact Taylor by email or setup a quick chat to discuss.

Taylor was extremely organized and made efficient use of time while covering a complex topic. He comes prepared with a wealth of tools and templates that allow one to continue learning and practicing independently after the course. Build A Cap Table From Scratch

Very useful, gives clear ideas on key concepts, specially for VCs that are so worried on how a new round affects exit values etc. and clear instructions on how an exit waterfall works. Fantastic models people can use to build own models in real life work. Cap Table Masterclass

Great course for understanding the math and logic necessary to model cap tables and waterfalls. This coming from someone who had no prior experience. Cap Table Masterclass

Great course with extremely supportive instructor. We covered a lot of material in a very short span of time which was very impressive. I love that Taylor provides access to the material even after the course is done, allowing me the time necessary to fully absorb. Cap Table Masterclass

Excellent course to get all the basics covered to build a cap table! Course material and contents are succinct. Above all, Taylor did a great job explaining every single step of creating a cap table! I will highly recommend this course to founders. Build A Cap Table From Scratch

I thoroughly enjoyed the course! Taylor made it incredibly interesting, yet still managed to keep it simple. Even though I'm familiar with funds and excel, I found it difficult to model everything accurately from scratch. However, the free templates that Taylor provided were incredibly helpful - they pushed me to go further than what I'm used to. The workshop was also great, Taylor's "start small and scale" approach really helped me to understand and appreciate the models. How To Model Venture Funds

This is training that you actually get to take home with you and implement - a rare thing in business education. Taylor is very good at answering project-specific follow-on questions and the course materials deserve proper attention: reading and implementing via spreadsheets. How To Model Venture Funds

Taylor delivers an effective and interesting sequence of lessons to model pre-seed, seed and letter rounds and the impact to outcomes by different instruments. I left the course feeling that I can absolutely model out a cap table for a series of fundraising rounds effectively and I have an excellent baseline with which to evaluate the result of different instrument choices when making tactical decisions while doing due diligence on deals. Can't recommend the class more! Cap Table Masterclass

I really enjoyed taking this course. Very knowledgeable instructor, and access to tons of resources. I think it's also important to note that depending on your baseline knowledge, you may need to dedicate time outside of the course to understanding and retaining the concepts. Cap Table Masterclass

Great course for Cap Table 101. Taylor covered all the important concepts and explained them very well. Learned a lot - thank you! Cap Table Masterclass

This course was great because you could get real-world practice with a realistic VC fund model and work through some of the issues you would face in actually building your own from scratch. Very helpful for my growth. How To Model Venture Funds

This course did a great job building up to the case study - we started with fundamentals of modeling different investment scenarios and then progressed to waterfall analysis and a case study. Taylor is incredibly knowledgeable and makes himself available to answer questions as they come up. He also has a lot of helpful videos recorded to help with course work if needed. Cap Table Masterclass

Taylor leads a highly collaborative and instructional program which breaks down a higly complex subject into digestible and accessible components. I left the course comfortable not just with knowledge of the mechanics of a model, but the theory and "so what" context around cap table modeling and term sheet negotiations. Cap Table Masterclass

Taylor is very clearly a seasoned expert and passionate teacher. The course is a great way to get your hands dirty building a venture model. I would recommend for emerging managers or those looking to augment their skillsets and up-level their thinking as it pertains to capital allocation, cash flow modeling and downstream impact of early decisions in fund formation. How To Model Venture Funds

I found this course to be very helpful and informative. Looking forward to building my first [cap] table! Build A Cap Table From Scratch

Liked the way theory and practice were presented. Taylor really walked us through a lot of scenarios, and was clear in his explanations and always open to questions. Cap Table Masterclass

Excellent course. It is a difficult topic to present as attendees will have different experience levels - and Taylor did a great job making this work for all attendees. How To Model Venture Funds

Taylor is a true expert who knows how to simplify complex concepts and communicate them with excitement and authority. As a guest speaker in my Maven venture capital course, Taylor had the difficult assignment of teaching the fundamentals of capitalization tables and portfolio construction in 90 minutes. He was fantastic! He covered a ton of material and patiently answered students' questions as they arose. He offered a wealth of free or easily-accessed resources, and he even stayed longer than he had promised so he could engage with students. Taylor collaborated extensively with me on the design of the session, and he was very well prepared to teach the class. I would definitely work with him again. How To Model Venture Funds

This course was amazing - it really laid out the foundations of learning a Cap Table and built up from there. I liked the scenario-style of learning, it allowed me to go over everything in my own time. Taylor's teaching also built my confidence by breaking everything down into easy to understand concepts. Build A Cap Table From Scratch

There is no other way to put it; Taylor knows his stuff. From his financial model (which I have been using for years) to this course, his work always exceeds expectations. This course covers everything I expected and much more. The detail on SAFES, option pools, and exit waterfalls was the refresher I needed. Overall feel like I am now equipped for any cap table scenario. Cap Table Masterclass

Very impressive. Incredibly comprehensive. Taylor is quick to respond to any queries. Standard Financial Model

Rebuilding our financial model starting with a Foresight template — and layering in Taylor’s consulting — saved me a considerable amount of time and resulted in a far more sophisticated model. Working with Taylor allowed me more time to focus on my business and my fundraising. I would recommend a Foresight template to any business owner. Standard Financial Model

Worth every penny! Purchased the Saas Model two years ago, and Taylor *still* swiftly responds to every email any time a question or need arises. He is extremely fair + generous with rates for providing additional support throughout the customization process. Standard Financial Model

Very logically laid out and very flexible. Easy to "bring your own model". Lines can be inserted to expand the number of attributes, for example different operational metrics. And the support is great. Highly recommend. Standard Financial Model

Taylor was remarkably helpful in taking the templated model and customizing it so that it worked for our specific and very complicated use case. It was a smooth process that would not have been possible with someone who was equally great at spreadsheets but lacked Taylor's deep knowledge of venture capital. Venture Investor Model

Foresight's model is very professionally constructed, thorough and flexible. It gave us the clarity we needed as an early stage startup to pitch investors with a solid understanding of our financial needs and possibilities. Thanks to Taylor's help and the model we were able to successfully raise capital for our business. Standard Financial Model

The [Venture Investor] model is very in depth and chances are, if you have an issue the model can handle it. If you do need to make modifications and aren't sure exactly what you to do, Taylor is incredibly helpful and responsive over email. He helped me make a few unusual changes to the model and even looked through my changes. Venture Investor Model

Understanding the ins and outs fund modeling is generally not a walk in park and can be convoluted. The resources from Foresight have been a huge help towards my learnings of portfolio construction, fund metrics and waterfall analysis. Venture Investor Model

Taylor's excel models are without question the best financial models. As someone who has done freelance financial modeling, I have a great appreciation for architecture and intuitive design. Taylor's work is amazingly powerful and customizable while remaining usable for those less experienced with Excel. Standard Financial Model

Great course for understanding the math and logic necessary to model cap tables and waterfalls. This coming from someone who had no prior experience. Cap Table Masterclass

Both the [model] and Taylor are amazing! Definitely recommend. Venture Capital Model

Taylor worked with us to create a custom model perfect for our unique business that helped us start off on the right foot and quickly plan for growth. I couldn't recommend it more! Starter Financial Model

Taylor provides a very detailed model. This was invaluable to us. The personal service and customisation work that was provided was of the highest level. We were up against a difficult deadline and Taylor worked with us to ensure this was met. We highly recommend the SaaS model, and personalisation work provided by Taylor. Saas Financial Model

As a startup coach and repeat entrepreneur myself, I spend a lot of time in spreadsheets. The Foresight tools that I’ve used are easy to understand, modify, and, perhaps most importantly, the formulas are correct! Beyond the actual spreadsheets, Taylor is a wealth of knowledge and an incredibly quick communicator. He has gone above and beyond what I expected to deliver value. Runway And Cash Budget Tool

Taylor helped us with our financial model when we were planning to go raise capital. He was fast to respond and even walked us through all the dependencies of the model. When it came time to update the model a year later, he was very responsive to help and adjust it based off of our product updates. It was a great experience and am super thankful for the assistance. Standard Financial Model

Absolutely loved working with Taylor and Foresight as we built out the next iteration of our financial model - would continue to recommend him to any founder who is looking for a scalable financial model + excellent support with tailoring it to a company's specific needs. Standard Financial Model

I couldn't have better things to say about getting additional guidance from Taylor to ensure I maximize the utility of the standard model when embarking on modeling some new (to me) complexities. Absolutely worth the price of admission and would do it again when I have other challenges to tackle when building a tailored strategic model for clients. Get Started

Anyone can toss together a quick and careless excel spreadsheet but what is it really worth if it doesn't truly tell the story of the business? Taylor took the time to understand the ins and outs of our business and helped build a flexible model that made sense. His guidance and work helped secure us a loan from the bank (who thought it was one of the best models they've ever seen). Custom Services

Foresight's Venture Model was extremely helpful for us as we mapped out our capital allocation strategy for both existing and forecasted funds. The model is more robust than anything we could have built in-house in such a short time period. It provides all the information we want, from a portfolio dashboard to operating forecasts and financial statements for our funds & management company alike. Taylor's published guidelines make it very easy to navigate the model, and in case that wasn't enough, his customer support has been exceptional -- he is prompt, thoughtful, and generously thoughtful with his responses to our questions. We look forward to continuing to use his products and services. Venture Investor Model

Taylor was very helpful in helping me understand the nuances of a waterfall model. He is a powerful educator who cares about his clients. Cap Table Services

Great course for Cap Table 101. Taylor covered all the important concepts and explained them very well. Learned a lot - thank you! Cap Table Masterclass

I discovered Taylor’s Foresight thanks to OpenVC.app’s high praise of his work and I must concur: the model is everything is very powerful, flexible, and does what any SaaS owner needs. But above and beyond the model, the speed and quality of Taylor’s support when you get stuck is, well quit frankly, exceptional. I would argue he undercharges for the quality of the product and service he offers. I highly recommend the Foresight and Taylor, you won’t be disappointed. Standard Financial Model For Saas

These templates are worth their weight in gold. Hired Foresight for a few hours to customize the template and we moved mountains. Best money spent! Standard Financial Model

Extremely helpful tool that saved us countless hours. Venture Capital Model

I found this course to be very helpful and informative. Looking forward to building my first [cap] table! Build A Cap Table From Scratch

There is a lot of information available on the web. Many tools solve part of the problem, some posts provide a small level of insight, others a slightly greater level. After 4 or 5 hours of research, I discovered Foresight. My only wish was to have discovered it earlier! This is the most effective, practical and well thought through modelling template. For such an important and foundational element of a business. to structure and optimise the agreements that are made at an early stage and forecast, with confidence, is a huge problem solved. Thank you!! Standard Financial Model

Liked the way theory and practice were presented. Taylor really walked us through a lot of scenarios, and was clear in his explanations and always open to questions. Cap Table Masterclass

Taylor is my go-to for anything that has to do with financial models. He has the experience and perspective to help understand business challenges and develop winning business models. Standard Financial Model

Excellent course. It is a difficult topic to present as attendees will have different experience levels - and Taylor did a great job making this work for all attendees. How To Model Venture Funds

Your model is outstanding, both from an organizational standpoint but also from a technical perspective (coming from a fellow excel nerd). You saved our startup considerable time vs. starting from scratch. Standard Financial Model

Taylor was extremely helpful and provided a service that far exceeded our expectations. The model was very well structured and I was able to modify it to my needs. Taylor helped me along the way to make sure I understood the model well. We had great feedback from investors, which is great because it was my first time putting together a financial model! Standard Financial Model

Taylor's SaaS model has helped me quickly and easily build a financial model. It allowed me to easily capture the assumptions about my business model and discuss them with my investors. Allowing me to close a high six-figure seed round in record time. Saas Financial Model

Taylor Davidson, Founder, Foresight

I created the financial models behind Foresight so early-stage entrepreneurs can spend less time on finance and more time on their products. I care about financial modeling because I believe that financial models can help us make critical business decisions even if the models themselves are not “always right”. Financial models can help even the earliest entrepreneurs if we build “minimum viable models” to focus on the decisions that matter most.

More about me

Started building models for startups in 2000
Started Foresight in 2008, full-time since 2014
Have worked with thousands of entrepreneurs and venture funds on financial models
Former NYC-based venture capital investor
Angel investor in 100+ companies
Experience in ecommerce growth and analytics
Former private equity analyst, strategy consulting associate
Former professional photographer
MBA in Finance and Accounting

Intermediate Exit Waterfalls

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Join live or watch anytime

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Intermediate Exit Waterfalls

We'll build an exit waterfall you can understand. #

Learn how to model exit waterfalls #

Who this course is for #

Learn on your own terms #

How the course is structured #

Frequently asked questions #

Reviews

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Jeffrey Abbott

Beatriz Gandarias

Xavier Friel

Laura Frishman

Abhijit Gadkari

Lukas Grodl

Simon Haworth

Robert Jacques

Phil Joseph

Eugin Lee

Brett Long

Anita Ludwar

Connor McKenna

Kyle O'Brien

Mark Otter

Camila Rivas

Howie Schwartz

Jorge Torres

Tasnia Uddin

Zachary Weiner

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Jeffrey Abbott

Edward Abt

Beatriz Gandarias

Eliza Blank

Marcia Callaghan

Robert Caveney

Adam Corey

Daniel Blank

Evan Diaz de Arce

Michael P Edwards

David Feinberg

Xavier Friel

Laura Frishman

Gabriel Jarrosson

Abhijit Gadkari

Ali Greenberg

Chris Griffiths

Lukas Grodl

Simon Haworth

Brian Howe

David Hua

Robert Jacques

Erica Jain

Paul Jameson

Phil Joseph

Matt Katase

Geri Kirilova

Alex Koutromanos

Eugin Lee

David Libertalis

Brett Long

Anita Ludwar

Michael Margolis

Connor McKenna

Luis Miguel

Kyle O'Brien

Mark Otter

Carl Pratt

Camila Rivas

Matt Sand

Howie Schwartz

John Sisson

Jorge Torres

Tasnia Uddin

Hirem Umradia

Aaron Vidas

Zachary Weiner

Author

We'll build an exit waterfall you can understand.

Learn how to model exit waterfalls

Who this course is for

Learn on your own terms

How the course is structured

Frequently asked questions