Pre-money valuation

A pre-money valuation is a term widely used in private equity or venture capital industries, referring to the valuation of a company or asset prior to an investment or financing.^[1] If an investment adds cash to a company, the company will have different valuations before and after the investment. The pre-money valuation refers to the company's valuation before the investment.

External investors, such as venture capitalists and angel investors will use a pre-money valuation to determine how much equity to ask for in return for their cash injection to an entrepreneur and his or her startup company.^[2] This is calculated on a fully diluted basis.

Usually, a company receives many rounds of financing (conventionally named Round A, Round B, Round C, etc.) rather than a big lump sum in order to decrease the risk for investors and to motivate entrepreneurs. Pre- and post-money valuation concepts apply to each round.

Basic formulae

There are many different methods for valuing a business, but basic formulae include:

Round A

Shareholders of Widgets, Inc. own 100 shares, which is 100% of equity. If an investor makes a $10 million investment (Round A) into Widgets, Inc. in return for 20 newly issued shares, the implied post-money valuation is:

$10 million * (120 / 20) = $60 million

This implies a pre-money valuation equal to the post-money valuation minus the amount of the investment. In this case, it is:

$60 million – $10 million = $50 million

The initial shareholders dilute their ownership to 100/120 = 83.33%.

Round B

Let's assume that the same Widgets, Inc. gets the second round of financing, Round B. A new investor agrees to make a $20 million investment for 30 newly issued shares. If you follow the example above, it has 120 shares outstanding. Post-money valuation is:

$20 million * (150 / 30) = $100 million

The pre-money valuation is:

$100 million – $20 million = $80 million

The initial shareholders further dilute their ownership to 100/150 = 66.67%.

Upround and downround

Upround and downround are two terms associated with pre- and post-money valuations. If the pre-money valuation of the upcoming round is higher than the post-money valuation of the last round, the investment is called an upround. If the pre-money valuation is lower than the post-money valuation of the previous round, then the investment is called a downround.^[3] In the above example, Round B was an upround investment, because pre-money B ($80 million) was higher than was post-money A ($60 million).

A successful growing company usually receives a series of uprounds until it is launched on the stock market, sold, or merged. Downrounds are painful events for initial shareholders and founders, as they cause substantial ownership dilution and may damage the company's reputation. Downrounds were common during the dot-com crash of 2000–2001.

See also

• Post-money valuation
• Capitalization table

References

External links

Private equity and venture capital
Basic investment types	Buyout Venture Mezzanine Growth Secondaries Equity co-investment
History	History of private equity and venture capital Early history of private equity Private equity in the 1980s Private equity in the 1990s Private equity in the 2000s
Terms and concepts	Buyout Financial sponsor Management buyout Divisional buyout Buy–sell agreement Leveraged recapitalization Dividend recapitalization Venture Angel investor Business incubator Post-money valuation Pre-money valuation Seed money Startup company Venture capital financing Venture debt Venture round Structure Private equity firms and funds Limited partnership Limited liability company Carried interest Management fee Publicly traded private equity Business Development Company Venture capital trust Private investment in public equity (PIPE) Pledge fund
Investors	Corporations Institutional investors Pension funds Insurance companies Fund of funds Endowments Foundations Investment banks Merchant banks Commercial banks High-net-worth individuals Family offices Sovereign wealth funds Crowdfunding
Related financial terms	AUM Cap table Capital call Capital commitment Capital structure Distribution waterfall EBITDA Envy ratio High-yield debt IPO IRR Leverage Liquidation preference M&A PME Taxation of private equity and hedge funds Undercapitalization Vintage year
Private equity and venture capital investors Private equity firms Venture capital firms Angel investors Portfolio companies