CLIPPERTON
From VC to PE · Deal Structure Simulator
Forward thinking investment banking
From VC to PE · 2026 Study Companion
Interactive simulator

What could your VC to PE transition look like?

Set your fundamentals and the price on the table, lay out your cap table and how much each shareholder cashes out, then pick how much the company is worth at exit. The simulator shows the pre- and post-deal cap table and what everyone takes home — at closing and at exit.

About your company today
€50m
Your headline recurring revenue. Use total revenue if you don't have ARR (services, non-SaaS).
10%
EBITDA divided by revenue. Negative = burning cash. 20%+ = healthy SaaS profitability.
30%
Annual ARR growth. 30%+ usually qualifies as growth-stage; 60%+ is hypergrowth.
The deal
€300m
6.0× ARR · EBITDA n.m.
Set the price on the table. The default reference multiple is driven by ARR and scales with growth (a Rule-of-40 tilt for profitability); the equivalent ARR / EBITDA multiples are shown for reference. Override with the slider.
0.7× ARR
— M€ · —% of EV
FYI — acquisition debt is typically around 0.5×–1.5× ARR.
No leverage capacity — EBITDA is negative. Debt is sized off cash flow, so lenders won't fund an acquisition of a loss-making business. Set to zero.
€10m
funded by the sponsor · into the company
Fresh equity injected into the company at closing (growth capital), on top of the buy-out. Funded by the sponsor and dilutive to rolling shareholders. Set to 0 for a pure secondary deal.
20% of the fund's ticket
— M€ · —
The PE fund — and any investors rolling alongside it — subscribe this share of their money in shareholder bonds compounding 11%/yr, repaid first at exit: the fund's performance is capped at 11%/yr on that slice. The rest is ordinary shares. Founders & managers roll into ordinary shares only, so the bonds lever their exit multiple — that's the sweet. Set to 0% for a plain-equity deal.
Your cap table today

List each shareholder, the share of the company they hold today, and how much of their stake they cash out in the deal. Whatever isn't cashed out rolls over into the new company alongside the PE sponsor.

Founders and managers are expected to roll the large majority of their equity — 30% cash-out is the usual ceiling. Beyond 30% the cell turns amber (alignment weakens); above 50% it turns red, which most sponsors read as a misaligned team.

Swipe sideways to see all columns →

ShareholderTypePre-deal %Cash-out %MIP %Cash-out €
Total pre-deal: 100% MIP allocation: 100% Implied cash-out at closing: €0m
Cap table — before & after the deal

Today — pre-deal

After the deal — post-deal

Your view on the exit
3.0×
How much more the whole company is worth at exit versus today. A projected value multiple — no detailed business plan. ≈3× over five years is a common base case; adjust to your conviction.
Exit horizon Years between today and the exit event. Drives the annualized return (IRR).
The deal at a glance
Enterprise value
—
—
Acquisition debt
—
—
Equity value
—
enterprise value − debt
Sponsor equity ticket
—
—
Primary cash-in
—
new money into the company
Investor IRR (TRI)
—
—
At closing — the detail
ShareholderTypePre-deal %Cash out nowPost-deal %Manpack (at exit)
At exit — what everyone takes home

—

ShareholderCash nowCash at exitTotal
—

—

—

Return multiples vs. exit valuation

Money multiple earned by each party — cash returned divided by capital left in the deal — as the exit enterprise value rises from today's valuation (1.0×) to 5.0×. The x-axis is the implied exit value; hover to read the exit multiple at any point.

This is the point of a buy-out: a single enterprise-value multiple splits into different equity multiples for each party. Leverage lifts every equity holder above the grey enterprise line; the management ratchet then rewards the team over the sponsor at strong exits — so founders, management and the fund each ride a different curve off the same deal.

Model assumptions
Deal typeLeveraged buy-out only. The PE sponsor acquires control; selling shareholders cash out part of their stake and roll the rest into NewCo equity.
Entry valuationARR × multiple. The reference multiple is anchored on growth (≈3× at 10% → 6× at 30% → 11× at 60% ARR growth), with a Rule-of-40 tilt for profitability. Growth SaaS is priced on ARR, not EBITDA; for mature, high-margin businesses the EBITDA lens is more natural, and the equivalent EBITDA multiple is shown for reference. You can override the price with the slider.
Acquisition debtSized as a multiple of ARR (default 0.7×), capped at the enterprise value. Forced to zero when EBITDA is negative — there is no leverage capacity against a loss-making business. Accrues at 4%/yr net of amortization and is repaid from exit proceeds before equity.
Post-deal equityEquity value = EV − debt. Each shareholder's rolled stake plus the PE sponsor's equity make up 100% of NewCo.
Management package (MIP)A fixed ratchet ladder: management takes a share of the sponsor's gain that steps up by tier of sponsor money multiple — 10% at 2×, 15% at 2.5×, 20% at 3×. The share for the highest tier reached applies to the whole gain. Allocated across shareholders by the MIP % column in the cap table, and paid out of the sponsor's exit proceeds.
Exit valueEnterprise value at exit = today's enterprise value × the projected multiple you set. A simple value-creation assumption — no detailed business-plan projection.
Time value of moneyCash now and at exit compared 1:1 — no discounting.
DisclaimerIllustrative model — gross of tax.
Next step

Take this further with Clipperton

This simulator is deliberately simplified — in a real transaction, debt structuring, management incentives and cash-out terms all move the outcome materially. If a VC-to-PE move is on your mind, the Clipperton team will gladly run the real exercise with you.

Talk to the Clipperton team →

Take this further with Clipperton

This export is a simplified simulation — it is not a valuation, and no two transactions look alike. Debt structuring, management incentives and cash-out terms all move the outcome materially. To pressure-test these numbers against your own situation, talk to the Clipperton team: www.clipperton.net · vc2pe@clipperton.net