Private Company Financing Trends

Private Company Financing Trends
(WSGR Deals)¹

	2010	2011	Q1-Q3 2012	2010	2011	Q1-Q3 2012	2010	2011	Q1-Q3 2012
	All Rounds²	All Rounds²	All Rounds²	Up Rounds³	Up Rounds³	Up Rounds³	Down Rounds³	Down Rounds³	Down Rounds³
Liquidation Preferences - Series B and Later
Senior	50%	47%	39%	38%	34%	28%	63%	79%	63%
Pari Passu with Other Preferred	48%	51%	58%	59%	64%	69%	34%	18%	34%
Complex	2%	1%	2%	3%	1%	2%	3%	3%	0%
Not Applicable	0%	1%	1%	0%	1%	1%	0%	0%	3%
Participating vs. Non-Participating
Participating - Cap	23%	16%	16%	26%	17%	13%	22%	22%	19%
Participating - No Cap	27%	26%	18%	21%	24%	19%	34%	46%	44%
Non-participating	49%	58%	66%	53%	59%	68%	45%	32%	38%
Anti-dilution Provisions
Weighted Average - Broad	91%	91%	91%	95%	91%	93%	89%	80%	80%
Weighted Average - Narrow	3%	4%	2%	4%	7%	2%	3%	6%	7%
Ratchet	3%	3%	3%	1%	2%	2%	2%	6%	10%
Other (Including Blend)	3%	3%	3%	1%	1%	3%	6%	9%	3%
Pay to Play - Series B and Later
Applicable to This Financing	9%	6%	7%	3%	1%	0%	17%	20%	26%
Applicable to Future Financings	4%	6%	4%	2%	4%	4%	3%	11%	3%
None	87%	88%	90%	95%	94%	96%	80%	69%	71%
Redemption
Investor Option	24%	22%	22%	23%	25%	21%	29%	32%	29%
Mandatory	1%	2%	1%	0%	2%	1%	3%	3%	3%
None	74%	76%	77%	77%	73%	78%	68%	65%	68%

¹We based this analysis on deals having an initial closing in the period to ensure that the data clearly reflects current trends. Please note that the numbers do not always add up to 100% due to rounding.

²Includes flat rounds and, unless otherwise indicated, Series A rounds.

³Note that the All Rounds metrics include flat rounds and, in certain cases, Series A financings as well. Consequently, metrics in the All Rounds column may be outside the ranges bounded by the Up Rounds and Down Rounds columns, which will not include such transactions.