FOUNTAIN LIFE
Exit Waterfall
Liquidation distribution modeling · Fountain Life Holdings, LLC
Exit Valuation
$1.00B
Per-Unit Value
$38.17
$100.0M$5.00B
Total Capital Invested
$104.9M
Preferred Liq. Preference
$78.1M
Total Units Outstanding
26,200,290
Exit / Capital Multiple
9.5x
Distribution Waterfall — By Share Class
1x non-participating preferred
| Share Class | Units | Liq. Pref. | Total Proceeds | Per Unit | Multiple | % of Exit | Method |
|---|---|---|---|---|---|---|---|
A-1 | 2,341,138 | $17.9M | $89,355,408 | $38.17 | 4.99x | 8.9% | Convert |
A-2 | 7,866,675 | $60.2M | $300,251,435 | $38.17 | 4.99x | 30.0% | Convert |
Physician | 5,000,000 | — | $190,837,579 | $38.17 | 204.09x | 19.1% | Pro-Rata |
FTS | 10,992,478 | — | $419,555,578 | $38.17 | 16.19x | 42.0% | Pro-Rata |
| Total | 26,200,290 | $78.1M | $1,000,000,000 | $38.17 | 9.53x | 100.0% |
Distribution Visualization
A-1
$89.4M
8.9%
A-2
$300.3M
30.0%
Physician
$190.8M
19.1%
FTS
$419.6M
42.0%
Proportional Split
A-1
A-2
Physician
FTS
A-1 (8.9%)
A-2 (30.0%)
Physician (19.1%)
FTS (42.0%)
Waterfall Logic
1
Liquidation Preferences
Series A-1 and A-2 preferred holders have 1x non-participating liquidation preference totaling $78.1M. At a $1.00B exit, the exit exceeds all liquidation preferences.
2
Conversion Analysis
Preferred holders compare their 1x preference ($78.1M) against their pro-rata share if they convert to common. At $1.00B, preferred holders elect to convert — pro-rata distribution is more favorable.
3
Distribution
All classes participate pro-rata based on unit count. Each unit receives $38.17.
Assumptions & Methodology
- •Liquidation Preference: Series A-1 and A-2 holders have 1x non-participating preferred liquidation preference equal to their capital contributed.
- •Conversion Right: Preferred holders may elect to convert to common and participate pro-rata if the pro-rata distribution exceeds their liquidation preference.
- •Common Classes: Physician Founders (Class A) and FTS Founding Team participate pro-rata on a fully diluted basis after liquidation preferences are satisfied.
- •Per-Investor Payouts: Individual investor proceeds are calculated by multiplying their unit count by the per-unit payout for their share class at the selected exit valuation.
- •Data Source: Unit counts and capital contributions from the Fountain Life Cap Table (March 2026 reconciliation). Price per unit derived from actual capital/unit ratios.
- •Disclaimer: This model is for illustrative purposes only. Actual distributions are governed by the LLC Operating Agreement and applicable law. Consult legal counsel for binding interpretation.
Confidential — Attorney-Client Privileged — Fountain Life Holdings, LLC