Venture Capital puzzles, solved step by step
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- 100
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- 7
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- Hard
- 30
080A Rs 100 crore venture fund will pay Rs 17.5 crore of management fees over its life, and its terms let it recycle up to Rs 15 crore of early exit proceeds into new investments. How much does it invest with and without recycling, and what gross multiple on invested capital does each case need to hand investors 2.5x their commitments?Fund of funds and LPsSeed and early-stage VC
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With full recycling, what gross multiple does the invested capital need?
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Without recycling the fund invests Rs 82.5 crore and needs 3.03x; with full recycling it invests Rs 97.5 crore and needs about 2.72x. Investors want Rs 250 crore back. Without recycling, Rs 82.5 crore must produce all of it. With recycling, Rs 97.5 crore must produce Rs 265 crore, because Rs 15 crore of proceeds was put back to work rather than paid out. Carry is ignored throughout.
Why can a fund not invest all of its commitments?
A family sets aside Rs 1,00,000 for a wedding and the planner's fee is Rs 17,500 of it: only Rs 82,500 buys food and flowers. Management fees are paid out of the same commitments that fund the investments, so a fund that never recycles invests less than its headline size. Rs 17.5 crore could be 2% a year for five years and 1.5% for five more; schedules vary, but the arithmetic is the same. To turn Rs 100 crore into Rs 250 crore for investors, Rs 82.5 crore has to earn 250 / 82.5 = 3.03x.
Without recycling, Rs 82.5 crore of invested capital must produce Rs 250 crore, 3.03x; recycling Rs 15 crore of early proceeds lifts invested capital to Rs 97.5 crore, which must produce Rs 265 crore, about 2.72x, not the 2.56x that dividing 250 by 97.5 suggests. How does recycling change the multiple, and why is it not 250 over 97.5?
RecyclingReinvesting proceeds from early exits into new companies instead of distributing them, usually capped at about the amount of fees paid. lets the fund put Rs 15 crore of early exit money back into new companies, so invested capital reaches Rs 97.5 crore. But that Rs 15 crore was proceeds the portfolio had already earned and did not pay out, so the portfolio must produce Rs 250 crore for investors plus the Rs 15 crore it recycled. Gross proceeds of 265 on cost of 97.5 is 2.72x: still well below 3.03x, but not the 2.56x a quick division gives.
The relationshipC commitments, Rs 100 crore F lifetime fees, Rs 17.5 crore R proceeds recycled, Rs 15 crore M gross multiple needed on invested capital What it says in wordsThe portfolio must earn what investors receive plus what was reinvested, on everything that was invested.Say the limit too. Recycling delays money investors would have received early, so it can lift the multiple while lowering the IRR, and it works only if the fund finds good companies for the recycled rupees. It is a tool for getting fees back to work, not free return.
Where candidates lose it
The quick slip is 250 over 97.5, which gives 2.56x and looks like the natural answer. It counts the recycled Rs 15 crore as money invested but forgets it was also money the portfolio had to earn first, so it understates the bar.
The other loss is forgetting fees entirely and saying 2.5x on Rs 100 crore. The interviewer set the fee number so you would take it out of the investable pool before anything else.
What the interviewer asks next
- If the fund recycles only Rs 7.5 crore, what multiple does the invested capital need?
- Carry is 20% of profits above commitments. What gross proceeds give investors 2.5x net?
- Why might an investor in the fund prefer no recycling even though it lowers the bar?
084Without a calculator, what is the IRR of an investment that returns 2.5x the money in 4 years? Use anchors you already know, such as 2x in 3 years and 3x in 5 years.Growth equityFund of funds and LPs
Try it first
Pick the closest before you work it.
Show the worked solution
About 26%; the exact figure is 25.7%. Two anchors bracket it: 2x in 3 years is 26.0% and 3x in 5 years is 24.6%. For a sharper figure, take ln 2.5, about 0.92, divide by 4 to get 0.23, and add half its square: about 25.6%. Check by squaring twice: 1.26 squared is 1.59, and 1.59 squared is about 2.5.
Which anchors should you carry into the room?
You judge a distance on a road by the milestones, not by pacing it out. Carry a few multiple and years pairs and interpolate between them rather than calculating from scratch. 2x in 3 years is 26.0%, 3x in 5 years is 24.6%, 2x in 4 years is 18.9% and 3x in 4 years is 31.6%. The target, 2.5x in 4 years, lies between the last two and is bracketed by the first two.
IRRs for 2x, 2.5x and 3x over 3, 4 and 5 years show that the anchors 2x in 3 years and 3x in 5 years both sit near 25%, and that 2.5x in 4 years is 25.7%, well below the 37.5% a simple average gives. How do you land on 26% out loud?
Route one: interpolate on a log scale. 2.5 sits about 55% of the way from 2 to 3 in log terms, so the IRR sits about 55% of the way from 18.9% to 31.6%, near 26%. Route two uses the log directly. The continuous growth rate is the log of the multiple divided by the years, and adding half its square converts it to an annual rate: 0.23 plus 0.026 is about 25.6%.
The relationshipM money multiple, 2.5 n years, 4 ln M natural log of the multiple, about 0.92 What it says in wordsSpread the log of the multiple evenly over the years, then nudge it up slightly for annual compounding.Then check. Squaring twice is the fastest test of a four year rate: 1.26 squared is 1.59, and 1.59 squared is 2.52, close enough to 2.5. The check matters more than the method, because it catches a slip in either route in five seconds.
Where candidates lose it
The expensive slip is the simple average: a 150% gain over 4 years is 37.5% a year. It ignores compounding, and it overstates the IRR by more than ten points. Anyone who has done this before hears it immediately.
The second loss is getting to 25.7% in silence. The interviewer wants the anchors and the check said aloud, because that is how you would sanity check a fund's reported return on a call.
What the interviewer asks next
- What IRR is 3x in 7 years?
- A fund makes 2.5x in 4 years, but half its money was only invested for the last 2 years. Is its IRR above or below 26%?
- Why do investors in a fund ask for both the multiple and the IRR?
086Nine sealed bid envelopes look identical, but one is slightly heavier because it holds a signed cheque. You have a balance scale and may use it only twice. How do you find the heavy envelope?Multi-stage VCGrowth equity
Try it first
Which first weighing guarantees you can finish in two?
Show the worked solution
Split the envelopes into three groups of three and weigh two of the groups against each other. The heavier pan holds the cheque; if they balance, it is in the group left aside. Then weigh two envelopes from that group: the heavier one is it, and a balance means the third. Each weighing has three outcomes, so two weighings tell apart 3 x 3 = 9 envelopes.
Why is a balance scale worth three answers, not two?
A traffic signal carries three messages, not two, because amber counts. A balance scale is the same: left heavy, right heavy, or level. The balanced outcome is information too, so the best weighing splits the suspects into three equal groups, two on the scale and one off it. Most people instinctively halve, as they would with a yes or no question, and halving throws away the third answer.
The first weighing of 1, 2, 3 against 4, 5, 6 narrows nine envelopes to one group of three whichever way the scale falls, and the second weighing of two envelopes from that group names one envelope in each of its three outcomes, giving nine end points in all. How do you prove two weighings are enough and one is not?
Count end points. With k weighings and three outcomes each, the scale can produce at most 3 to the power k different results, and each envelope needs its own result. One weighing gives three results, too few for nine envelopes. Two give nine, exactly enough, and the tree in the figure shows a plan that uses all nine. Three weighings would handle 27 envelopes the same way.
The relationshipk number of weighings allowed n envelopes, one of which is heavy 3 outcomes of each weighing: left, right or level What it says in wordsTwo weighings are enough when three outcomes per weighing, compounded, cover every envelope.What does the interviewer want to hear beyond the procedure?
Say the counting argument, not just the steps. It shows you can tell when a plan is optimal rather than merely working. The habit carries over to diligence: a good question is one whose every answer, including the dull one, changes what you do next. A reference call where only a glowing answer would move you is a weighing that wastes the balanced outcome. Then state the assumption the puzzle rests on: you know the odd envelope is heavier, not merely different.
Where candidates lose it
The common slip is splitting four against four with one aside. It works when the pans balance, but if one side is heavy you are left with four suspects and a single weighing, which can only settle three. Candidates often notice this halfway through and restart, which costs the room.
The second loss is giving the right procedure without the reason. Say that each weighing has three outcomes and that 3 x 3 is 9; it turns a memorised trick into an argument.
What the interviewer asks next
- With 27 envelopes, how many weighings do you need?
- Now the odd envelope may be heavier or lighter, and there are 12 of them. Can you do it in three weighings?
- Why can 10 envelopes not be solved in two weighings?
089You invest in a software company at 40x ARR. ARR triples in year one, doubles in year two and grows 50% in year three. By the end of year three the market pays only 10x ARR for companies like it. Ignoring dilution, what multiple of your money have you made?SaaS-focused VCGrowth equity
Try it first
Pick the multiple of money before you calculate.
Show the worked solution
2.25x your money, about 31% a year over three years. ARR grew 3 x 2 x 1.5, nine times. The multiple fell from 40x to 10x, a quarter of where it started. Value is ARR times the multiple, so it grew 9 x 0.25 = 2.25 times. The company did nine times better as a business, and the price of that business fell by three quarters along the way.
Why do revenue growth and the multiple multiply?
A shopkeeper who sells three times as many mangoes at half the price takes in one and a half times the money, not three. Valuation is ARR times the multiple, so the change in value is the growth in ARR times the change in the multiple. Entry: ARR of 1 at 40x is a value of 40. Exit: ARR of 9 at 10x is 90. Ninety over forty is 2.25x. Compound the growth rates first: 3 x 2 x 1.5 is 9, not 3 + 2 + 1.5.
Indexed to 1, ARR rises to 9 over three years while the multiple falls from 40x to 10x, an index of 0.25, so value ends at 2.25; on a log scale the value line is the ARR line pulled down by the fall in the multiple. The relationshipA ARR at entry and at the end of year three m the valuation multiple of ARR, 40x then 10x MOIC multiple of invested capital What it says in wordsThe money made is revenue growth times the change in the multiple, with no dilution in between.Is 2.25x in three years a good outcome?
It is about 31% a year, respectable, but look at where it came from. Nine times the business produced barely two and a quarter times the money, because the entry price assumed growth that the exit price no longer rewarded. The break-even exit multiple is 40 / 9, about 4.4x ARR: below that, a company that grew nine times would still lose money. That is the risk of paying a high multiple, and it is why growth investors ask what multiple they need at exit before they ask how fast the company will grow.
What did the puzzle leave out on purpose?
Dilution: any round in those three years shrinks the stake, so the real multiple is lower. Preferences: in a weak exit a preferred holder may be paid ahead of common, which can lift the investor's multiple above the common one. The path of the multiple: the figure draws an even decline, but only the two ends are given, and the multiple of money depends only on them. State these and the answer becomes an investor's view rather than an arithmetic result.
Where candidates lose it
The two fast wrong answers are opposite. One says 9x because revenue grew nine times; the other panics at the multiple falling to a quarter and says the investment lost money. Both look at one of the two moving parts.
The second slip is adding growth rates: tripling, doubling and 50% is not 6.5 times. Compound them, then multiply by the change in the multiple, and say the break-even exit multiple as a check.
What the interviewer asks next
- What exit multiple of ARR gives you 3x your money?
- If you were diluted 20% in a round during the three years, what is your multiple now?
- Why do growth investors focus on the exit multiple they need rather than the entry multiple they pay?
091If you were to open a restaurant, the first concern is whether it can cover its costs. A 60-seat restaurant pays rent of Rs 3 lakh, staff costs of Rs 4 lakh and other fixed costs of Rs 1 lakh a month. The average bill is Rs 600 a cover and food costs 35% of the bill. How many covers a day does it need to break even, and how many table turns is that?General AtlanticBeijing · 2014
Try it first
Roughly how many covers a day does it need?
Show the worked solution
About 68 covers a day, a little over one turn of its 60 seats. Each cover leaves Rs 390 once food is paid for. Fixed costs are Rs 8 lakh a month, so the restaurant needs 8,00,000 / 390 = 2,051 covers a month, or 68.4 a day over 30 days. That is 1.14 turns. Open 26 days a month and the bar rises to about 79 a day.
What does each cover actually contribute?
A tea stall that sells a cup for Rs 15 and spends Rs 5 on milk, leaves and sugar has Rs 10 a cup to pay its rent and wages. Break-even is fixed costs divided by contribution per unit, the price less the cost that rises with each unit, never fixed costs divided by the full price. Here a Rs 600 bill with 35% food cost leaves Rs 390 a cover. The rent, the staff and the other Rs 1 lakh do not change with covers, so they add to Rs 8 lakh a month that the Rs 390s must clear.
Contribution of Rs 390 a cover over 30 days crosses Rs 8 lakh of monthly fixed costs at 68.4 covers a day, so the 60-seat restaurant loses money until it fills every seat a little more than once a day, 1.14 turns. The relationshipc* covers a day needed to break even F fixed costs a month, Rs 8 lakh p average bill, Rs 600 f food cost as a share of the bill, 35% d trading days a month, 30 What it says in wordsDivide the month's fixed costs by what each cover leaves after food, then by the days the restaurant is open.Is one turn a day an easy bar or a hard one?
It depends on the meals the restaurant serves. A place open for lunch and dinner gets two chances to fill the room; at 1.14 turns it needs each seat filled a little over once across both services. The sensitivity matters more than the point estimate: if the average bill falls to Rs 500, the bar rises to 82 covers a day, and if it closes four days a month it rises to about 79. At 90 covers a day it earns about Rs 2.5 lakh a month before tax, which shows how much of each extra cover falls to profit once fixed costs are covered.
What else would an investor ask about?
This puzzle leaves out costs that scale with sales besides food: delivery platform commissions, card fees and electricity on busy nights. Each one lowers the Rs 390 and raises the break-even. Then there is the opening cost, the fit-out and deposit, which break-even ignores but payback does not. A growth investor asks the same three questions of a chain: what each outlet contributes per cover, how many covers a mature outlet does, and how long a new one takes to get there.
Where candidates lose it
The common slip is dividing fixed costs by the full Rs 600 bill, which gives about 44 covers a day. Food is paid out of every bill before anything is left for rent, so the right divisor is Rs 390, and the answer is half as large again.
The second loss is giving 68 covers and stopping. The interviewer asked about turns because covers alone mean nothing without the seat count: say 1.14 turns and whether that looks achievable for a lunch and dinner restaurant.
What the interviewer asks next
- Delivery is 30% of covers and the platform takes 25% of those bills. What is the new break-even?
- How many covers a day would pay back a Rs 60 lakh fit-out in two years?
- What would you want to know before backing a chain of these restaurants?
Asked at General Atlantic, Generalist, Beijing, 2014 (Wall Street Oasis):
If you were to open a restaurant, what are some key concerns?
093A software company's ARR is Rs 10 crore and grows 8% every month. If that growth holds, how many months until ARR reaches Rs 100 crore?SaaS-focused VCSeed and early-stage VC
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Pick the closest before you calculate.
Show the worked solution
About 30 months. By the rule of 72, 8% a month doubles ARR roughly every 9 months: Rs 20 crore at month 9, 40 at month 18, 80 at month 27. Ten times is about 3.3 doublings, so about 30 months. The exact figure is ln 10 over ln 1.08, which is 29.9, so ARR first passes Rs 100 crore in month 30. Few companies hold 8% a month that long.
How do you get to 30 in your head?
Money in a deposit that doubles every nine years has gone up eight times after twenty seven. Turn the growth rate into a doubling time with the rule of 72, then count doublings: ten times is a little over three doublings, because 2 to the power 3.3 is about 10. 72 divided by 8 is 9 months per doubling, and 3.3 x 9 is about 30 months. The exact doubling time at 8% is 9.01 months, so the rule is very close here.
Growing 8% a month from Rs 10 crore, ARR doubles to about Rs 20 crore at month 9, Rs 40 crore at month 18 and Rs 80 crore at month 27, and crosses Rs 100 crore at month 29.9, so a tenfold rise takes about 30 months. The relationshipn months of growth 1.08 one month's growth factor at 8% ln 10 natural log of the tenfold rise, about 2.303 What it says in wordsDivide the log of the total rise by the log of one month's growth.Check the answer: at month 29 ARR is Rs 93.2 crore and at month 30 it is Rs 100.6 crore. The crossing falls just before the end of month 30, so say about 30 months, or month 30 if the interviewer wants a whole number.
Is 8% a month believable for two and a half years?
8% a month compounds to about 152% a year, two and a half times ARR every twelve months. Young companies from a small base sometimes do that for a while; holding it from Rs 10 crore to Rs 100 crore is rare. Monthly growth rates usually decay as the base grows, so a plan built on a constant 8% overstates how soon the company reaches scale. Saying that limit turns a compounding exercise into a judgement about the plan in front of you.
Where candidates lose it
The linear slip is the expensive one: 8% of Rs 10 crore is Rs 0.8 crore a month, so Rs 90 crore of growth takes about 112 months. That ignores compounding entirely and is off by a factor of almost four.
The second loss is going silent to grind logs. Say the rule of 72 estimate first, then refine. The interviewer wants a fast, defensible number, and 30 months with a reason beats 29.92 after a long pause.
What the interviewer asks next
- How many months to reach Rs 100 crore at 5% a month?
- If growth decays from 8% a month by a tenth of a point each month, does it ever reach Rs 100 crore within three years?
- Why do investors often prefer to see growth quoted per year rather than per month?
094A founder holding a term sheet can keep shopping it to other investors, but cannot go back to an offer she turned down. Model each offer as a fair die roll that pays the face value in Rs crore. She may stop after any roll. With at most two rolls, and then with at most three, what stopping rule maximises her expected value, and what is it worth?Seed and early-stage VCSeries A to C VC
Try it first
With three rolls allowed, which first rolls should she keep?
Show the worked solution
With two rolls, keep a 4, 5 or 6 and the game is worth 4.25; with three, keep only a 5 or 6 on the first roll and it is worth about 4.67. Work backwards. The last roll is worth 3.5 on average, so on the roll before it keep anything above 3.5. That makes two rolls worth 4.25, which becomes the bar for the first of three rolls: only a 5 or 6 beats it.
Why work backwards from the last roll?
Deciding whether to take a flat today depends on what the next viewing is likely to offer, and that depends on whether there is another after it. The value of rolling again is the value of the game that remains, so solve the last stage first, where there is no choice, and carry its value back as the bar for the stage before. With one roll left she takes whatever comes, worth 3.5 on average. That 3.5 is what she gives up by keeping an earlier roll.
With one roll left every face is kept and the game is worth 3.5; with two rolls left she keeps only faces above 3.5, which lifts the value to 4.25; with three rolls left the bar rises to 4.25, so she keeps only a 5 or 6 and the game is worth 4.67. How do you compute each value?
With two rolls: keep 4, 5 or 6 on the first, each with chance one in six, and roll again on 1, 2 or 3, which is worth 3.5. Each stage's value is the average, over the six faces, of the better of keeping that face and rolling on. That gives (4 + 5 + 6) / 6 + (3/6) x 3.5 = 2.5 + 1.75 = 4.25. With three rolls the bar is 4.25: keep 5 or 6, worth (5 + 6) / 6, and roll on otherwise, worth (4/6) x 4.25. Together that is 4.67.
The relationshipV_k value of the game with k rolls left, Rs crore f the face showing max(f, V_{k-1}) keep the face or roll on, whichever is worth more What it says in wordsAt each stage, keep the face if it beats the value of continuing, and average over the faces.What does this say about shopping a real term sheet?
Two things. The bar for accepting rises with the number of chances left, so an early offer that is merely average should be declined if the process has room. But each extra roll adds less: the second roll adds 0.75, the third only about 0.42, and in real fundraising each roll costs weeks and the dice are not fair, since an offer turned down rarely comes back and a long process can scare off the next investor. The model is a way to think about the bar, not a reason to keep shopping.
Where candidates lose it
The most common slip is using 3.5 as the bar at every stage, so candidates keep a 4 on the first of three rolls. With two rolls still to come, continuing is worth 4.25, and a 4 falls short of that.
The second is computing the value of keeping 4, 5 or 6 as their average, 5, and forgetting the half of the time she rolls again. Weight every branch by its chance: the answer for two rolls is 4.25, not 5.
What the interviewer asks next
- What is the game worth with four rolls, and what does she keep on the first?
- Each extra roll now costs Rs 0.3 crore. How many rolls should she plan for?
- How would the rule change if she could return to any offer she turned down?
097A lead investor wants 20% of the company post-money, and insists on a new option pool of 10% of the post-money created before the round. The founder will not raise more than Rs 30 crore. If she raises the full Rs 30 crore, what post-money valuation does that set, what is the pre-money, and what share of the company do the existing holders keep?Series A to C VCIndia VC
Try it first
What share of the company do the existing holders keep?
Show the worked solution
Post-money Rs 150 crore, pre-money Rs 120 crore, and existing holders keep 70%. The cheque sets the price: Rs 30 crore for 20% means the whole company after the round is 30 / 0.2 = Rs 150 crore, so the pre-money is Rs 120 crore. The pool is 10% of 150, Rs 15 crore, created inside the pre-money. Existing holders keep 70%, Rs 105 crore, which is their real price.
How does a cheque and a percentage set the valuation?
If Rs 30 buys a fifth of a pizza, the whole pizza costs Rs 150. Post-money is the cheque divided by the share it buys, and pre-money is post-money less the cheque. Rs 30 crore for 20% gives Rs 150 crore post-money and Rs 120 crore pre-money. The founder's cap on the raise works here as a cap on the valuation too: at 20%, raising only Rs 24 crore would set the post-money at Rs 120 crore.
Rs 30 crore for 20% sets a Rs 150 crore post-money; the new pool takes 10%, Rs 15 crore, inside the Rs 120 crore pre-money, so the existing holders keep 70% of the company, worth Rs 105 crore. Where does the pool come from, and why does it matter?
The lead wants the pool created before its money arrives, so new shares for the pool are carved out of the pre-money. A pool inside the pre-money dilutes only the existing holders, so their shares are really valued at the pre-money less the pool: 120 - 15 = Rs 105 crore. The headline pre-money of Rs 120 crore is true for the company and flattering for the founders, which is why experienced founders negotiate the pool size as hard as the valuation.
The relationshipI new money, Rs 30 crore s lead investor's post-money share, 20% p new pool as a share of post-money, 10% e existing holders' share after the round What it says in wordsThe cheque over the share it buys gives the post-money; everything not bought or set aside stays with existing holders.One assumption to state: there is no existing unallocated pool. If there were, it would count towards the 10%, the new carve-out would be smaller, and the existing holders would keep more.
Where candidates lose it
The common slip is answering 80%, as if the investor's 20% were the only dilution. The pool is a second slice taken before the round, and the interviewer included it to see whether you count it.
The other loss is treating the pool as a percentage of what is left, which gives 72%. Read the base: here both percentages are of post-money, so they subtract directly.
What the interviewer asks next
- If the pool were created after the round instead, from everyone pro rata, what would existing holders keep?
- The company has 80 lakh shares before the round. What is the price per share?
- The lead will accept 18% instead of 20% if the pool rises to 12%. Which is better for the founders?
099A company's last round valued it at Rs 1,200 crore post-money, for preferred shares. A secondary buyer now offers to buy some of the founders' common shares at a 40% discount to that round's price per share. What valuation does that price imply if you apply it to every share, and why is it not a markdown of the company?SecondariesMulti-stage VC
Try it first
Does the offer mean the company is now worth Rs 720 crore?
Show the worked solution
Applied to every share, the offer implies Rs 720 crore, but it prices common shares, not the company. The Rs 1,200 crore figure was a price for preferred shares, which are paid back first in a sale and carry protections. Common is paid last, is illiquid and usually needs company consent to sell. A buyer discounts for all of that. Neither Rs 1,200 crore nor Rs 720 crore is the company's value.
Why do the two prices differ for the same company?
A first-class and a general ticket on the same train cost different amounts, but the fare gap says nothing about the train's speed. Preferred and common are different securities in the same company: preferred is paid back before common in a sale, so a rupee of preferred is worth more than a rupee of common whenever a weak exit is possible. Multiplying the preferred price by every share gives the headline Rs 1,200 crore; multiplying the common offer, 60% of that price, by every share gives Rs 720 crore. Both are prices of a security scaled up, not a measure of what the business is worth.
Rs 1,200 crore is the preferred price times every share and Rs 720 crore the common price times every share; in an illustrative sale at Rs 400 crore the preferred holders' Rs 400 crore preference takes everything and common gets nothing, while at Rs 2,000 crore both share pro rata, which is why common trades below preferred. Where does the discount come from?
Take an illustration: preferred holders own 40% and are owed Rs 400 crore first in any sale. In a Rs 400 crore sale they take everything and common gets nothing; only above Rs 1,000 crore, where 40% of the sale beats Rs 400 crore, do the two classes share pro rata. Common holds the first loss in the bad outcomes. On top of that come illiquidity, the company's right to block or match a sale, and the lack of information rights. Each adds to the discount, and none says the company is worth less than at the last round.
When would a secondary price be a real markdown signal?
When the discount is to the same security, or much larger than the structure explains. A buyer offering a deep discount for preferred shares from the latest round is a stronger signal, because the security is identical to the one that set the headline. Ask which class is being sold, how big the preference stack is relative to the likely exit range, and how much stock is on offer; a small, forced sale tells you about the seller's need for cash as much as the company.
Where candidates lose it
The common slip is announcing that the company has been marked down 40% to Rs 720 crore. The offer is for common shares, a junior and illiquid claim, so a lower price is expected even if nothing about the business has changed.
The opposite slip is dismissing secondary prices altogether. Say what the discount does reflect, the preference stack and illiquidity, and what would make it a genuine warning.
What the interviewer asks next
- How would a 1x participating preference change the common discount?
- Why might a company want to limit or approve secondary sales by founders?
- An auditor must value the fund's preferred stake. Should it use Rs 1,200 crore, Rs 720 crore or something else?
100A software company's quarterly revenue rose from Rs 25 crore to Rs 30 crore. Its sales and marketing spend in the previous quarter was Rs 16 crore. What is its magic number, and what does it become if Rs 2 crore of the increase was one-off implementation services?SaaS-focused VCSeries A to C VC
Try it first
With the one-off services taken out, what is the magic number?
Show the worked solution
1.25 on the headline numbers, and 0.75 once the one-off services are removed. The magic number is the quarter's revenue increase, annualised, divided by the previous quarter's sales and marketing spend. Headline: Rs 5 crore x 4 = Rs 20 crore over Rs 16 crore is 1.25. But only Rs 3 crore will recur; Rs 12 crore over Rs 16 crore is 0.75. Two crore of services flattered the efficiency by two thirds.
What is the magic number measuring?
A coaching centre that spends Rs 1.6 lakh on advertising one month and signs students paying an extra Rs 50,000 a month in fees has bought Rs 6 lakh a year of fees for Rs 1.6 lakh. The magic number is the annualised increase in recurring revenue divided by the sales and marketing spend that produced it, usually the previous quarter's. It is a quick read on how efficiently a company turns sales spend into new revenue. Annualise because the spend buys a full year of revenue from each new customer, not just one quarter.
Quarterly revenue rose by Rs 5 crore, of which Rs 3 crore recurs and Rs 2 crore was one-off services, so against Rs 16 crore of prior-quarter sales and marketing the magic number is 1.25 on the headline but 0.75 on recurring revenue alone. The relationshipR_t recurring revenue in the quarter, Rs crore S_{t-1} sales and marketing spend in the previous quarter 4 annualises a quarterly increase What it says in wordsAnnualise the new recurring revenue and divide by the sales spend that bought it.Why does the one-off revenue matter so much?
Because the measure is built on a small difference. A Rs 2 crore swing in a Rs 5 crore increase is 40% of the numerator, so a one-off item moves the magic number far more than it moves revenue. Read as recurring revenue, a magic number of 1 means a year of the new revenue repays the quarter's sales spend; 1.25 suggests about 9.6 months, but the true 0.75 means about 16 months, and that is before the cost of serving the customers. Some investors multiply by gross margin for that reason: at a 75% margin the recurring figure becomes 0.56.
Ask three things before trusting the number: is the revenue recurring, is the spend fully counted, including sales salaries and commissions, and is one quarter representative. A single strong quarter can follow a deal that slipped from the quarter before, so investors look at a rolling average across several quarters.
Where candidates lose it
The first slip is forgetting to annualise: 5 over 16 gives 0.31 and makes a healthy sales engine look broken. The second is counting services revenue, which inflates the numerator with money that will not recur next quarter.
The interviewer included the Rs 2 crore precisely to see whether you ask what kind of revenue moved. Give both numbers, then say which one you would use and why.
What the interviewer asks next
- If sales and marketing spend rises to Rs 20 crore and the recurring increase stays Rs 3 crore, what is the magic number?
- How would you adjust the magic number for gross margin, and why?
- Why might a company's magic number fall as it grows, even with a good sales team?
