preference stack

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Definition

The hierarchical order in which different classes of investors get paid during an exit, determined by liquidation preferences from multiple funding rounds. It's a legal game of Jenga where common stockholders usually lose.

Example Usage

With a messy preference stack from three down rounds, the acquisition had to hit $200 million before founders saw any moneyβ€”and it sold for $180 million.

Origin

Corporate finance terminology describing creditor seniority, adapted to venture capital

Fun Fact

In truly dysfunctional cap tables, the preference stack can exceed the realistic exit value, meaning an acquisition makes no one happy except lawyers.

Source: Venture capital and corporate finance terminology

Related Terms

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