From pre-deal cap table readiness to post-close payout calculations — Equilay guides founders and shareholders through every stage of a merger, acquisition, or secondary transaction. Waterfall modelling, data room preparation, and shareholder coordination, all in one place.
What You Get
Most founders hit their first acquisition without knowing what their own waterfall looks like. Preference shares, anti-dilution clauses, ESOP accelerations, and liquidation preferences can dramatically change who gets paid — and how much — when a deal closes.
Equilay demystifies every number. We build the waterfall model, prepare your data room, coordinate with shareholders, and make sure your cap table is clean before any buyer ever sees it.
The Deal Process
We cover every phase — from pre-deal readiness to post-close reconciliation.
Cap table review, statutory reconciliation, and gap identification before any buyer engagement
Document organisation, share certificate compilation, agreement indexing, and NDA-gated room setup
Scenario-based liquidation preference modelling at multiple deal valuations — before and after ESOP acceleration
Consent notices, drag-along exercise, payout schedule communication, and shareholder Q&A support
Share transfer filings, register amendments, MCA updates, and final cap table reconciliation
Core Capabilities
Every capability maps to a real requirement at some point in a transaction.
We build multi-scenario waterfall models accounting for every preference share class, anti-dilution trigger, and ESOP pool — so every stakeholder knows exactly what they'll receive at each deal value.
A clean, organised, NDA-protected data room with all equity documents — share certificates, SHA, term sheets, ESOP plan, valuation reports, and statutory filings — structured for buyer due diligence.
We reconcile your cap table against MCA records, identify discrepancies, and fix them before a buyer's legal team finds them — protecting your deal timeline and price.
Single-trigger and double-trigger acceleration analysis, lapse calculation for unvested options, and employee payout schedules — all computed and communicated before deal close.
Drag-along exercise, consent solicitation, payout distribution notices, and shareholder FAQs — we handle all stakeholder communications professionally and on time.
Share transfer forms, MCA filings, register amendments, and final cap table reconciliation — every post-close obligation handled so the deal closes cleanly and completely.
How We Work
Engaged early, we protect your deal. Engaged late, we fix what needs fixing — fast.
We review the deal structure, indicative terms, and your cap table to understand the waterfall dynamics, ESOP implications, and shareholder landscape.
We audit and clean your cap table, then build and populate the data room — structured for buyer due diligence and indexed for easy navigation.
We model the payout waterfall at multiple valuations, communicate shareholder notices, handle drag-along exercise, and answer stakeholder questions.
On deal close, we process share transfers, update MCA registers, file statutory forms, and produce the final reconciled cap table — deal done, records clean.
Who It's For
Whether you're selling, acquiring, or facilitating — Equilay has you covered.
Know exactly what you'll take home at every deal value — before you sign a term sheet. We model your waterfall, prep your data room, and make sure your cap table doesn't kill the deal.
Preference waterfalls, anti-dilution analysis, and payout schedules computed for every scenario — so your investment committee has the numbers it needs before approving a deal.
We prepare the seller's cap table and data room to the standard acquirers expect — clean records, indexed documents, and zero surprises in due diligence.
ESOP holders often don't know what they'll receive when a deal closes. We model acceleration, lapse, and net payout — and communicate it clearly before employees are asked to sign anything.
Client Stories
What founders and CFOs say about Equilay's M&A advisory.
The M&A advisory team walked us through every step of our acquisition. The waterfall model they built gave our investors full confidence in the payout structure. Phenomenal work.
Our data room was ready in 48 hours. The buyer's legal team commented that it was the cleanest they'd seen in an Indian startup deal. Equilay set the tone for the entire transaction.
We had a complicated preference stack — three rounds, participating and non-participating mixed. Equilay modelled every scenario clearly. Our board made a unanimous decision in one meeting.
Explore More
M&A Advisory is one of seven specialist solutions. Here's what else Equilay handles.
Book a free 30-minute consultation. We'll review your cap table and tell you exactly what needs to be ready before a buyer sees it.