• Home
  • Latest
  • Fortune 500
  • Finance
  • Tech
  • Leadership
  • Lifestyle
  • Rankings
  • Multimedia

Trendingnow

1

Jeff Bezos wants the bottom half of earners to pay zero income tax—he says nurses making just $75K should save $12K a year

2

Despite a $500 million net worth, Shaq just finished his fourth degree. He warns graduates: 'Your character will take you further than your resume'

3

Bolt CEO says he let go of his entire HR team for creating problems that didn’t exist: ‘Those problems disappeared when I let them go’ 

1

Jeff Bezos wants the bottom half of earners to pay zero income tax—he says nurses making just $75K should save $12K a year

2

Despite a $500 million net worth, Shaq just finished his fourth degree. He warns graduates: 'Your character will take you further than your resume'

3

Bolt CEO says he let go of his entire HR team for creating problems that didn’t exist: ‘Those problems disappeared when I let them go’ 
FinanceFoursquare

3 Notes on the Foursquare Financing

By
Dan Primack
Dan Primack
Down Arrow Button Icon
By
Dan Primack
Dan Primack
Down Arrow Button Icon
January 15, 2016, 1:58 PM ET
Mobile World Congress 2012
A smartphone displays Foursquare Technologies Inc. branding beside a Google Inc. Mobile Wallet card stand on display at the Mobile World Congress in Barcelona, Spain, on Wednesday, Feb. 29, 2012. The Mobile World Congress, operated by the GSMA, expects 60,000 visitors and 1400 companies to attend the four-day technology industry event which runs Feb. 27 through March 1. Photographer: Chris Ratcliffe/Bloomberg via Getty ImagesPhotograph by Chris Ratcliffe — Bloomberg via Getty Images

Foursquare yesterday announced $45 million in new venture capital funding from (mostly) existing investors. The company also said that its founding CEO Dennis Crowley would be replaced by chief operating officer Jeff Glueck. Crowley will become the company’s executive chairman.

The big headline here is that this is a major down-round for a company once valued at $760 million. The new investors put money in at a valuation of $250 million.* But there are some other interesting items in the company’s Delaware stock certificate (courtesy of VC Experts):

[scribd id=295636828 key=key-daVfyhusjFav5qXpMpGd mode=scroll]

1. The Series E stock’s liquidation preference** is tied to a “qualifying revenue event.” In general, the preference is 1.5x, meaning the new investors are guarantee a 50% return, if the company is sold or IPOs. But, if Foursquare reaches $25 million in gross revenue during a calendar quarter, then the Series E liquidation preference drops to 1x. This suggests both that Foursquare is not yet generating $100 million in annual revenue, and also that management feels it’s a reachable threshold.

2. Per terms of this deal, the Series E holders ($4 per share) get paid back first in a liquidity event. Next comes the Series D folks, who paid $12.89 per share (that round came with a 4:1 stock split). Then it appears that remaining proceeds would be distributed pro rata among the Series A ($1), Series B ($13.34), Series C ($59.24) and common stock holders. This is an employee-friendly switch for Foursquare, which previously made the Series A-C holders senior to the common stock holders. Now they’ll all get paid at the same time (assuming there is any money left).

3. Not included in the Delaware docs is debt it raised two years ago from Silver Lake and existing shareholders like Union Square Ventures (which led the new round) and Andreessen Horowitz. That’s not surprising, as debt isn’t usually disclosed in such filings. My understanding, however, is that the notes remain on Foursquare’s books (i.e., have not been repaid). Moreover, the notes are senior to any of the stock, whether preferred or common.

* That is the pre-money valuation, which is what the company is worth before the new cash is added.
** Liquidation preference relates to which investors get paid first, and how much, in the event of something like the sale of the company.
About the Author
By Dan Primack
See full bioRight Arrow Button Icon

Latest in Finance

Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025

Most Popular

Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Fortune Secondary Logo
Rankings
  • 100 Best Companies
  • Fortune 500
  • Global 500
  • Fortune 500 Europe
  • Most Powerful Women
  • World's Most Admired Companies
  • See All Rankings
  • Lists Calendar
Sections
  • Finance
  • Fortune Crypto
  • Features
  • Leadership
  • Health
  • Commentary
  • Success
  • Retail
  • Mpw
  • Tech
  • Lifestyle
  • CEO Initiative
  • Asia
  • Politics
  • Conferences
  • Europe
  • Newsletters
  • Personal Finance
  • Environment
  • Magazine
  • Education
Customer Support
  • Frequently Asked Questions
  • Customer Service Portal
  • Privacy Policy
  • Terms Of Use
  • Single Issues For Purchase
  • International Print
Commercial Services
  • Advertising
  • Fortune Brand Studio
  • Fortune Analytics
  • Fortune Conferences
  • Business Development
  • Group Subscriptions
About Us
  • About Us
  • Press Center
  • Work At Fortune
  • Terms And Conditions
  • Site Map
  • About Us
  • Press Center
  • Work At Fortune
  • Terms And Conditions
  • Site Map
  • Facebook icon
  • Twitter icon
  • LinkedIn icon
  • Instagram icon
  • Pinterest icon

Latest in Finance

Beyond the diploma: Skills that actually get graduates hired
Future of WorkWorkplace Innovation Summit
Beyond the diploma: Skills that actually get graduates hired
By Ashley LutzMay 22, 2026
9 hours ago
Sam Altman standing in a lift.
AIOpenAI
The big questions looming over OpenAI’s trillion-dollar IPO
By Beatrice NolanMay 22, 2026
10 hours ago
Walmart shoppers are filling their gas tanks with less than 10 gallons for the first time since 2022, and its CFO calls it ‘an indication of stress’
EconomyRetail
Walmart shoppers are filling their gas tanks with less than 10 gallons for the first time since 2022, and its CFO calls it ‘an indication of stress’
By Marco Quiroz-GutierrezMay 22, 2026
10 hours ago
Musk may already be a trillionaire while these SpaceX employees and investors will hit multibillion-dollar jackpots after blockbuster IPO
Startups & VentureSpaceX
Musk may already be a trillionaire while these SpaceX employees and investors will hit multibillion-dollar jackpots after blockbuster IPO
By Jason MaMay 22, 2026
10 hours ago
ta
EconomySocial Media
They created AI nudes that got millions of views online. Now they’re being charged with crimes
By Jake Offenhartz and The Associated PressMay 22, 2026
12 hours ago
Best private student loans in May 2026
Personal FinanceLoans
Best private student loans in May 2026
By Joseph HostetlerMay 22, 2026
12 hours ago

Most Popular

Jeff Bezos wants the bottom half of earners to pay zero income tax—he says nurses making just $75K should save $12K a year
Success
Jeff Bezos wants the bottom half of earners to pay zero income tax—he says nurses making just $75K should save $12K a year
By Preston ForeMay 21, 2026
1 day ago
Despite a $500 million net worth, Shaq just finished his fourth degree. He warns graduates: 'Your character will take you further than your resume'
Success
Despite a $500 million net worth, Shaq just finished his fourth degree. He warns graduates: 'Your character will take you further than your resume'
By Preston ForeMay 20, 2026
2 days ago
Bolt CEO says he let go of his entire HR team for creating problems that didn’t exist: ‘Those problems disappeared when I let them go’ 
Workplace Culture
Bolt CEO says he let go of his entire HR team for creating problems that didn’t exist: ‘Those problems disappeared when I let them go’ 
By Preston ForeMay 19, 2026
3 days ago
Pay transparency is exposing a bigger problem: Most companies can't explain why they pay what they pay
Workplace Culture
Pay transparency is exposing a bigger problem: Most companies can't explain why they pay what they pay
By Sydney LakeMay 20, 2026
2 days ago
Indeed chief economist says we’re entering an era of ‘great mismatch’ thanks to a generational imbalance of workers
Success
Indeed chief economist says we’re entering an era of ‘great mismatch’ thanks to a generational imbalance of workers
By Emma BurleighMay 22, 2026
11 hours ago
McKinsey partner says up to 50% of work hours could be transformed within the next 5 years
AI
McKinsey partner says up to 50% of work hours could be transformed within the next 5 years
By Emma BurleighMay 21, 2026
1 day ago

© 2026 Fortune Media IP Limited. All Rights Reserved. Use of this site constitutes acceptance of our Terms of Use and Privacy Policy | CA Notice at Collection and Privacy Notice | Do Not Sell/Share My Personal Information
FORTUNE is a trademark of Fortune Media IP Limited, registered in the U.S. and other countries. FORTUNE may receive compensation for some links to products and services on this website. Offers may be subject to change without notice.