Four hundred thousand to keep two per cent

A working company, a large pro-rata cheque and a reserve that could only stretch to one of three requests that quarter.

This is an anonymised composite, not a report about a named company or person. The situation and numbers are typical rather than reported.

Where they were

Three years earlier the investor had put 250,000 into a seed round at a 12,500,000 post-money valuation, taking 2%. The company now had 6,000,000 of ARR growing 90%, net revenue retention of 121%, a burn multiple of 1.4 and 22 months of runway. The Series B was 20,000,000 at a 100,000,000 post-money valuation, and the investor's pro-rata allocation was 2% of the round: 400,000. Their remaining follow-on reserve was 500,000, and two other portfolio companies were expected to raise within six months.

The problem

The pro-rata was affordable in isolation and not affordable alongside everything else the reserve was meant to cover. Exercising it in full would leave almost nothing for two companies whose rounds had not yet been priced.

The decision

Exercise the full 400,000 pro-rata, take a partial allocation, or pass and accept dilution from 2% to 1.6%.

What was on the table

  • Exercise the full 400,000
    For: This was the strongest company in the portfolio on every measure, and pro-rata rights are most valuable exactly where allocation is otherwise unavailable. Maintaining 2% rather than 1.6% is worth 2,000,000 at a 500,000,000 exit.
    Against: It commits 80% of the remaining reserve to one company before two other rounds are priced, and at a 100,000,000 valuation the new money must itself work from that entry point.
  • Take 150,000 of the allocation
    For: Keeps meaningful participation in the best company while preserving capital for companies whose needs are not yet known.
    Against: Partial participation gets a fraction of the ownership benefit while still consuming reserve, and can read to the lead as weak support.
  • Pass and accept dilution to 1.6%
    For: Preserves the full reserve for opportunities that may be better priced, and the existing position remains substantial without further capital.
    Against: Gives up ownership in the one company most likely to produce a portfolio-defining outcome, at the one moment access is guaranteed.

What they chose

The investor applied the fresh money test: would they invest 400,000 in this company at a 100,000,000 post-money valuation as a new investor? With 121% net revenue retention, a 1.4 burn multiple and 22 months of runway, they concluded yes. They exercised the full pro-rata, and wrote down that the two upcoming rounds would be funded only if those companies met the same standard - which, they noted, neither currently did.

What happened

The company was acquired four years later for 310,000,000. Further dilution had reduced the investor's holding to about 1.7%, worth roughly 5,270,000 on total invested capital of 650,000 - about 8.1x. Of the two other companies, one raised a bridge the investor declined and later wound down; the other did not raise again. The reserve decision looked correct, though the investor recorded that they could not know how the two declined companies would have performed with support.

What transfers

  • The fresh money test converts a loyalty question into a comparison: would you buy this round today, at this price, knowing what you know?
  • Pro-rata rights are worth most in the companies where allocation is otherwise unavailable, which is why reserves should be concentrated rather than spread evenly.
  • Reserve decisions are made against companies whose rounds have not happened yet. Deciding the standard in advance is what makes the comparison possible.
  • You cannot observe the counterfactual. Record the reasoning at the time so the decision can be reviewed on its logic rather than on which company happened to succeed.

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