409A Material Event: How Preferred Financing Impacts Your Fair Market Value

The Preferred Stock Financing as a 409A Material Event

409A valuations estimate the fair market value of a company’s common stock. If a company has just sold preferred stock, it stands to reason that the company’s “value” has changed in someway and its 409A valuation no longer reflects fair market value. Indeed, because a preferred stock financing is a 409A material event, it impacts the valuation of a company in several ways due to the premium paid for preferred shares, which can increase or decrease the overall value of the company.

However, changes to the cap table resulting from a preferred stock financing can also affect the 409A valuation. Additionally, the terms of the preferred stock, such as liquidation preferences, can impact the valuation of the common shares. It is crucial to obtain a new 409A valuation to reflect the material change in the company’s cap table after a preferred stock financing.

Eton Venture Services offers customized and audit-defensible 409A valuations to ensure that private companies remain in compliance with tax regulations and attract top talent.

It is essential that startup founders and finance team leaders understand the impact that a preferred stock financing has on 409A valuations. A preferred stock financing can affect 409A valuations in many ways.

The Basics: How a Preferred Stock Financing 409A Material Influences Valuation

Defining a Preferred Stock Financing

A preferred stock financing is a financing mechanism in which investors purchase preferred shares in the company. These shares provide preferential treatment to investors in the capital structure of the company through key terms such as liquidation preferences, conversion rights, and anti-dilution protection, among others. The premium paid for these shares can have a direct impact on the 409A valuation of the company.

Preferred stock refers to a class of ownership that gives its holders certain rights and privileges that are not afforded to holders of common stock. Preferred stock generally has priority over common stock with respect to dividends and distributions in the event of a liquidation or sale of the company. This means that preferred stockholders are entitled to receive payment of their dividends or distribution amounts before any payment is made to common stockholders.

Preferred stockholders may also have the right to convert their shares into common stock at a predetermined price, allowing them to participate in the growth potential of the company. Additionally, preferred stock may have certain voting rights that are different from those of common stock.

For example, preferred stockholders may be entitled to vote separately on certain matters, or they may have veto power over certain decisions. Preferred stock is often issued to venture capital and private equity investors as a way to provide them with greater protection and control over their investment, as well as the potential for a higher return on their investment.

The Preferred Premium as a 409A Material Event: The Need for a New 409A Valuation

When a company raises money through a preferred stock financing, it can lead to an increase (or decrease) in the overall valuation of the company. This increase is due to the premium paid for the preferred shares (which have rights, preferences, and privileges in excess of those granted to the company’s common stock (hence, the name “preferred” stock)).

This “preferred premium” can impact the fair market value of all of the company’s securities, including its stock, which is the basis of the 409A valuation. For example, if a company raises $10 million through a Series A preferred stock financing, the company’s overall VC valuation should increase by at least $10 million, given the premium paid for the preferred shares and the fact that the company now has an additional $10 million in cash on its balance sheet, highlighting that a 409A material event has occurred.

How a Preferred Financing Alters the Cap Table Making it a 409A Material Event

It is important to understand that the relationship between a preferred stock financing and 409A valuations of common stock can be more complex than a simple increase in valuation. This is because a preferred stock financing usually affects the cap table of the company (the record of the company’s equity ownership and outstanding securities). Changes to the cap table can, in turn, affect the 409A valuation of the company.

In a very simplified example, suppose a company has 1 million common shares outstanding, and its last 409A valuation determined that the fair market value of those shares was $10 each, resulting in a total valuation of $10 million.

If the company then issues 1 million shares of Series A preferred stock at a price of $20 per share. The post-Series A Preferred cap table will now include 1 million common shares and 1 million Series A preferred shares, for a total outstanding share count of 2 million shares. In this very simplified example, the implied valuation based on this new cap table would be $30 million, assuming the fair market value of the common shares remained at $10 per share.

In this scenario, a new 409A valuation is required to reflect the material change in the company’s cap table. The new 409A would be likely to result in an increase in the 409A valuation, as the implied valuation based on the new cap table is higher than the previous 409A valuation. Because of the increase in value, a new 409A is necessary for tax reporting compliance to ensure that the 409A valuation reflects the increased fair market value of the company’s stock.

Moreover, the terms of the preferred stock can also impact the valuation of the company’s stock. Preferred stock typically comes with preferential rights that can impact the valuation of the preferred shares, and these rights can also impact the valuation of the common shares.

For example, if the preferred shares have a liquidation preference that guarantees the preferred shareholders a return of their investment before any common shareholders receive anything, the value of the common shares will be reduced. This reduction is due to the fact that the common shareholders are now subordinate to the preferred shareholders in the event of a liquidation.

While preferred stock financing can lead to an increase in the overall valuation of the company, it can also impact the company’s capitalization table and the valuation of its common and preferred shares. Understanding the relationship between preferred stock financing and 409A valuations is essential to ensure accurate financial reporting and compliance with tax regulations.


How can Eton help?


Eton Venture Services was founded by veteran Silicon Valley lawyers and includes a team of CPAs and CFAs who were trained by the ‘Big Four’. Valuation and valuation advisory is our sole focus, meaning that our experts are independent and unbiased, with no conflicts of interest. Our customized solutions, tailored reporting, and flexible pricing options ensure that private companies receive the highest level of service and value. Hundreds of companies have trusted Eton to provide rigorous, audit-defensible, and optimized IRC 409A and ASC 718 valuations to assist in attracting, retaining, and incentivizing top talent which remaining in compliance with the law.

Our team will work with you to ensure that your company’s financial reporting is compliant and that your IRC 409A FMV report accurately reflects the fair market value of your common stock and any impact to it from a preferred stock financing. Join the industry leaders who have already experienced the advantages of Eton’s exceptional client service and valuation expertise. Contact Eton Venture Services today.

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President & CEO

Chris co-founded Eton Venture Services in 2010 to provide mission-critical valuations to venture-based companies. He works closely with each client’s leadership team, board of directors, internal / external counsel, and independent auditor to develop detailed financial models and create accurate, audit-proof valuations.

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