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012

Case 012Exits and secondariesWarm up

Chaivik Beverages offers to buy back an angel's 1.5% stake at a 30% discount to its last round. What is the price, what multiple does the angel make, and what happens to everyone else?

1The situation

Chaivik Beverages makes bottled cold teas sold through modern trade and quick commerce. Its last round valued it at Rs 320 crore post-money, and it holds Rs 40 crore of cash. An early angel, who paid Rs 60 lakh for 1.5% of the company, wants to sell.

The company offers to buy the shares back and cancel them. Both sides agree a price 30% below the last round, reflecting that a small minority stake in a private company is hard to sell. Before the buyback the cap table is: founders 55%, seed and Series A investors 36%, option pool 7.5%, angel 1.5%.

2Your task

What does the angel receive and at what multiple? What happens to the other holders' ownership and to the value of their shares? Is a company buyback the right route?

Quick check

After the angel's 1.5% is bought and cancelled, what happens to the founders' 55%?

Worked solution

Try it on paper, then open one step at a time.

30-second answerThe answer to give first

The angel receives Rs 3.36 crore, 5.6x the Rs 60 lakh paid, and every other holder's percentage rises by about 1.5% of itself. The founders go from 55% to 55.84%. Because the shares are bought below the last-round price, remaining holders gain slightly in value too, about 0.46%. The cost is Rs 3.36 crore of cash, 8.4% of the balance.

Step 1What price does the angel receive, and is the discount fair?

At the last round's price the stake is worth 1.5% of Rs 320 crore, Rs 4.80 crore. A 30% discount takes it to Rs 3.36 crore. A discount on a small private stake is normal, because the angel has no other buyer, no board seat and no control over when an exit comes. Think of selling a share in a family property to a relative: you accept less than the full market price because nobody else will buy a fractional interest. The angel paid Rs 60 lakh, so the multiple is 5.6x; the original entry valued the company at Rs 40 crore.

Step 2What happens to everyone else's ownership?

When a company buys back shares and cancels them, the total share count falls, and nobody else's share count changes. Every remaining holder's percentage is divided by 0.985, a rise of 1.52% of whatever they held. The founders go from 55% to 55.84%, the investors from 36% to 36.55%, and the pool from 7.5% to 7.61%. Nobody absorbs the angel's 1.5%; it is spread pro rata by arithmetic.

Chaivik's ownership before and after the angel's shares are cancelledBefore55.00%36.00%7.50%Angel 1.5%: bought forRs 3.36 crore and cancelledAfter55.84%36.55%7.61%FoundersSeed and Series AOption poolAngelEach remaining holder owns 1/0.985 = 1.0152 times its old percentage: a 1.52% relative gain.
Once the angel's 1.5% is bought and cancelled, the founders rise from 55% to 55.84%, the investors from 36% to 36.55% and the pool from 7.5% to 7.61%, each the same 1.52% relative gain.
Step 3Do the remaining holders gain or lose in value?

Value the company at its last round, Rs 320 crore. Paying out Rs 3.36 crore of cash leaves Rs 316.64 crore of value, now owned by holders of 98.5% of the old shares. Per 100% of the old share count that is Rs 321.46 crore, 0.46% more than before. Buying shares below their value transfers that discount to the holders who stay; buying above it would transfer value the other way. The gain is small because the stake is small, but the direction is the point.

ItemValue
Stake at last-round priceRs 4.80 crore
Buyback price, 30% discountRs 3.36 crore
Angel's multiple on Rs 60 lakh5.6x
Company cash afterRs 36.64 crore
Value per old 100%, afterRs 321.46 crore
The buyback costs Chaivik Rs 3.36 crore of its Rs 40 crore cash, pays the angel 5.6x, and lifts the value attributable to each remaining share by about 0.46% because the shares were bought below the last-round price.
Step 4Is a company buyback the right route?

Cash is the cost that matters in a growing consumer company. Rs 3.36 crore is 8.4% of the balance; if Chaivik burns Rs 2 crore a month, that is about seven weeks of runway spent on a shareholder rather than the business. The usual alternative is a secondary saleA sale of existing shares from one holder to another. The company receives no money and its share count does not change. to an existing investor, which moves the shares without touching the company's cash. A buyback by an Indian company is also subject to company law conditions on how it is funded, who must approve it and how much can be bought in a period; confirm the current rules before proposing it.

The view: the price is reasonable for both sides, and the ownership arithmetic is benign. But if Chaivik is still burning cash, the board should first offer the stake to its Series A investors at the same price. They get more of a company they already back at a discount, and the company keeps its runway.

Where candidates lose it

The usual loss is saying the founders gain the angel's 1.5 points, going from 55% to 56.5%. Cancelled shares are spread across every remaining holder in proportion, so the founders gain only their share of it.

The second is calling the discount a loss for the company. Buying below value is a small gain for the holders who remain; the real cost is the cash, which is what a board should weigh.

What the interviewer asks next

  • The angel asks for the full last-round price. What happens to the remaining holders' value per share?
  • Why might the Series A investor refuse to buy the stake even at a 30% discount?
  • How would a right of first refusal in the shareholders' agreement change this negotiation?
← Case 011How would you approach the financial data? Ankvik Analytics claims Rs 36 crore of ARR. Rebuild ARR from last month's billing export and reconcile the gap.Case 013 →Value Trivenik Biotech's Series A with three scenarios, a 35% discount rate and 40% dilution to exit. What post-money valuation can a Rs 40 crore investor justify?

Company names and figures are illustrative.

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