For bankers, founders & the lawyers in between

See exactly who gets paid — before you sign.

Merger Waterfall models the full path from enterprise value to every stakeholder’s check — liquidation preferences, participation, conversions, and earnouts — and shows it on one picture you can share.

Model your deal See a live example ↓

Northwind Logistics acquired by Atlas Freight Group · $15.00M total consideration

The whole $15M deal, on one axis ↓

The Deal

Enterprise value → net equity proceeds

To Stakeholders

Net equity proceeds → every check

Enterprise valueUpward adj.DeductionClosing proceedsDeferred / earnoutShared scale · hover any bar for detail

Net Equity Proceeds

$11.85M

Total Distributed

$11.85M

Classes Converting

Built for bankers, founders, and the lawyers in between.Audit trail on every dollarLive Excel exportShareable read-only links

01 — Consideration Mix

Every dollar of the offer, on a timeline.

Cash, stock, seller notes, escrow, and earnouts — structured as tranches with real dates, so closing value and deferred value are never confused.

Consideration Mix$15.00M·4 tranches

75% cash25% stocknotes —

Deal closing · Jun 30, 2026 Add tranche

ABSRELClosing#1At Closing$12.00M

CASH$9.00MSTOCK$3.00M@ $12.00/sh

ABSREL+12 months#2Escrow HoldbackEscrow$1.50M

CASH$1.50MEscrow

ABSREL+24 months#3EarnoutEarnout$1.50M

CASH$1.50MEarnout

Seller note — terms & amortizationOptional$1.00M

Principal

$1.00M

Annual rate

6.00%

Term

24 months

Schedule

Straight-line

Mo.	Payment	Interest	Principal	Balance
1	$46,667	$5,000	$41,667	$958k
2	$46,458	$4,792	$41,667	$917k
3	$46,250	$4,583	$41,667	$875k
⋯
24	$41,875	$208	$41,667	—

Relative or absolute datesEscrow & earnout flags per lineSeller notes with full amortization

02 — Purchase Price

From headline price to real proceeds — line by line.

Debt payoffs, working-capital true-ups, holdbacks, and deal costs. Build them from schedules, and watch the bridge to net equity proceeds reconcile itself.

Closing Adjustments($2.00M) Add

Closing Adjustment — Debt Worksheet

Toggle each loan IN or OUT of the payoff. Included balances roll up to one deduction line.

INTerm LoanSenior Term Loan($1.50M)

First NationalOrig $1.50MPaid $1.50MOut —

INEquipment LoanEquipment Loan($500k)

Atlas CapitalOrig $500kPaid $500kOut —

Included in waterfall deduction ($2.00M)

Post-Closing Adjustments+$300k Add

↑ upNWC true-upBasis: NWC +$300k

Floor — · Cap —

Withholdings($450k) Add

Transaction Expenses($1.00M) Add

Transaction Expenses — Worksheet

INAdvisory· Meridian Partners($600k)

INLegal· Hale & Dorr($300k)

INAccounting· BDO($100k)

Included in waterfall deduction ($1.00M)

Deal Proceeds

Derived from tranchesDeductions → cash

Item	Cash	Stock	Total
Maximum Total Consideration	$12.00M	$3.00M	$15.00M
(−) Conditional (earnouts)	($1.50M)	—	($1.50M)
= Base Total Consideration	$10.50M	$3.00M	$13.50M
(−) Held in escrow	($1.50M)	—	($1.50M)
= Closing Total Consideration	$9.00M	$3.00M	$12.00M
(+/−) Financial adjustments	($1.70M)	—	($1.70M)
(−) Withholdings & escrows	($450k)	—	($450k)
(−) Transaction expenses	($1.00M)	—	($1.00M)
= Net Closing Proceeds	$5.85M	$3.00M	$8.85M
⛨ Escrow fund (held, released later)	$1.50M	—	$1.50M
Max total proceeds (all deferred + escrow + earnouts paid)	$8.85M	$3.00M	$11.85M

Cash OverdrawnDeductions can’t silently exceed closing cash — the bridge flags it before it bites.

Schedules roll up to one lineSelf-reconciling bridgeGuardrails when cash goes negative

03 — Cap Table & Conversions

Model the preference stack the way the docs read.

Multiple preferred classes, liquidation multiples, participation, caps, and force-convert thresholds. For every exit, we solve the as-converted-vs-preference election for you.

Equity ClassesTop = least senior (Common) · bottom = most senior

Class	Type	Authorized	Issued	Price	Conv.	Reconciliation
Option Pool	Option	500,000	500,000	$0.50	1.00	✓ fully issued
Common	Common	4,500,000	4,000,000	$0.10	—	▲ 500,000 unissued
Series A Preferred	Preferred	2,000,000	2,000,000	$2.00	1.00	✓ fully issued
Series B Preferred	Preferred	1,500,000	1,500,000	$4.00	1.00	✓ fully issued

Holders & Issuances

Holder	Series B	Series A	Common	Option	FD %	Total Shares
Meridian Ventures II	1,500,000	—	—	—	18.8%	1,500,000
Cardinal Capital	—	2,000,000	—	—	25.0%	2,000,000
Dana Reyes	—	—	2,000,000	—	25.0%	2,000,000
Sam Okoro	—	—	1,500,000	—	18.8%	1,500,000
Employee RSAs	—	—	500,000	—	6.3%	500,000
Option Holders	—	—	—	500,000	6.3%	500,000
Repurchased options (excluded)	—	—	—	120,000	—	120,000
Total (in waterfall)					100.0%	8,000,000

Over-issuance detected

If issued shares exceed authorized for any class, the waterfall won’t run until it’s fixed.

Reconciliation, per class

✓ fully issued · ▲ unissued · ⚠ over — checked live as you edit.

Series B Preferred — take the preference, or convert?

Path A — Preference

$6.00M

1.0× of $6.0M invested. Non-participating: stop here.

Path B — Convert to common

18.75%

Give up the pref, take 1.5M / 8.0M of the residual pool.

The engine takes the higher of the two— and re-solves for every class until the answer is stable, because one class converting changes what’s left for the others.

▸ Seniority first — prefs pay in order until proceeds run out
▸ Participation, with caps at N× the preference
▸ Force-convert thresholds per class
▸ Iterative election (up to 20 passes) — finds the crossover
▸ Fully-diluted: in-the-money options & warrants (treasury method)
▸ Non-participating, participating, or capped — modeled exactly

In our $15M example, both preferred classes keep their preference — converting would pay less, and the model checked every round. Run the same cap table at $40M and watch Series B flip to convert.

Non-participating / participating / capped1× to n× multiplesForce-convert thresholdsSAFEs, options, warrants

04 — Proceeds Waterfall

One number per stakeholder. And the trail behind it.

Per-class and per-holder payouts, MOIC, and a full audit of every tier — ready to share or export.

Net Equity Proceeds

$11.85M

Total Distributed

$11.85M

Classes Converting

By Security Class

Class	FD Shares	FD %	Liq Pref Pool	Pref Paid	Participation	Residual	Total
Series B Preferred	1,500,000	18.8%	$6.00M	$6.00M	—	—	$6.00M
Series A Preferred	2,000,000	25.0%	$4.00M	$4.00M	$463k	—	$4.46M
Common	4,000,000	50.0%	—	—	—	$1.23M	$1.23M
Option Pool	500,000	6.3%	—	—	—	$154k	$154k
Total distributed							$11.85M

By Holder

Holder	Series B	Series A	Common	Option	Total	% of NEP	MOIC
Meridian Ventures II · Series B lead	$6.00M	—	—	—	$6.00M	50.6%	1.00×
Cardinal Capital · Series A fund	—	$4.46M	—	—	$4.46M	37.7%	1.12×
Dana Reyes · Founder · CEO	—	—	$617k	—	$617k	5.2%	3.08×
Sam Okoro · Founder · CTO	—	—	$463k	—	$463k	3.9%	3.08×
Employee RSAs · Common pool	—	—	$154k	—	$154k	1.3%	3.08×
Option Holders · ITM options	—	—	—	$154k	$154k	1.3%	—

Holder Distribution Cash Stock

Per-holder MOIC & IRRClick any number to see its tierUnderwater & overdrawn guardrails

And the rest of the deal desk

Share it, present it, export it, prove it.

The model is only useful if everyone can read it — and trust it.

Stakeholder summaries

Pick a holder, set up to three exit prices, and get proceeds, MOIC, and IRR side by side — per class. “What does this look like for me at $15M, $30M, $60M?”

Present mode

A full-screen, board-ready view of the deal-story waterfall — the one picture you put in front of a founder.

Branded Excel export

An eight-sheet workbook with live formulas and cross-sheet OK/CHECK validation. It reconciles itself, even after you leave the app.

Audit trace

Every tier — note payoff, each preference, participation, conversion election, residual — logged as a readable step.

Bring clarity to your next close.

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