Series B 409A: Full PWERM Analysis
By Series B, your company has meaningful ARR, a proven business model, and is typically 2–3 years away from a potential liquidity event. This trajectory makes the Probability-Weighted Expected Return Method (PWERM) the most appropriate valuation approach.
How PWERM Works
PWERM values your common stock by modeling multiple future scenarios and assigning probabilities to each:
- IPO Scenario: Assumes the company goes public within 2–4 years. Value is based on projected public market valuation at IPO, discounted back to present value and allocated to common using OPM
- Strategic M&A Scenario: Assumes acquisition at a revenue or EBITDA multiple. Value is determined by comparable M&A transactions and discounted back
- Financial Sponsor (PE) Scenario: Models a private equity buyout or recap at relevant buyout multiples
- Continued Private / Wind-Down: Assigns residual value if none of the above scenarios materializes
The probability-weighted average of common stock value across all scenarios produces the concluded FMV.
Secondary Transactions and Tender Offers
Many Series B companies facilitate secondary transactions where early employees or investors sell shares. These transactions have important implications for the 409A:
- Secondary transaction prices can be evidence of FMV and may influence the 409A
- If secondaries are occurring at prices significantly different from the 409A, auditors will scrutinize the disconnect
- Tender offer prices set by the company must be defensible relative to the current 409A
International Operations
If your company has significant international operations or revenue, the Series B valuation should incorporate international benchmarking — comparable companies in your primary markets, adjusted for country risk premiums and local market conditions.