Our Story

We created Capital Waterfall to help company founders and management successfully execute financings and liquidity events throughout the entire capital lifecycle of their company. Several challenges commonly faced are:

  • Reliance on Fully Diluted which is Fully Delusional: Relying on fully diluted cap tables as an accurate predictor of future distributions can lead to unpleasant surprises. As discussed in our Blog Post - Fully Diluted is Fully Delusional, the amount each security holder receives in the liquidity event can be far different than the fully diluted percentage, creating frustration and disappointment.

  • Lack of Coordination between Professionals: Accurately forecasting the distribution waterfall is a complex process requiring coordination between attorneys and financial advisors. However, while attorneys draft complex legal formula affecting the cap table, the financial advisors seldom accurately convert the impact of the legalese into required Excel formulas. Thus, making the fully diluted cap table the default approach.

  • Lack of Validated Data. While there are excellent equity management software solutions, they are not designed to keep extracted data and clauses aligned with the source documents for the benefit of counsel. Our validation process ensures accurate legal documents to support decisions and enables your counsel and advisors to provide their value. The source clause or document is just a click away.

Original Use Case: We developed the beta version of our solution for a client facing a daunting challenge. How to execute a merger with a cap table containing 230 convertible promissory notes, 5 classes of preferred stock, 110 warrants, over 500 option grants and scores of side letters. To solve this problem, we developed a validation process to organize, classify and extract the relevant provisions and then built a robust Excel model incorporating the actual formula from the legal documents. With the push of a button, the board and management could forecast the actual distribution waterfalls of multiple deal scenarios.

Go to Market: Our solution needed to be easy to use, fast, accurate and flexible to support our clients in “deal time”. To achieve this, we elected to:

  • Retain Excel as our foundational tool for the Model: Excel is the tool of choice used by deal professionals to create models for financings and liquidity events. This allows our Scenario Modeling Engine to accommodate the actual legal provisions in real time. No deal professional has time to wait for a “product roadmap” required in traditional SaaS solutions.

  • Keep It Simple: While our Scenario Modeling Engine is complex, the user experience is easy. We created a simple input menu so our users can easily enter their deal type and level of detail they want in their reports and will then receive the report in minutes.

  • Migrate Excel to the Cloud: While preserving “Excel flexibility” and simple user experience were must haves, we also needed to migrate to the cloud to enhance security, scalability, and automation.

Throughout our development process, we have stayed true to our goal of empowering founders and executives to assist them with gaining a competitive advantage in navigating their deals. We believe the need for our solution is greater now than ever before. The easy money times are over, deal terms are tougher and liquidity events are more challenging. Founders and executives need to understand the actual impact of the legal provisions on their share of the liquidity waterfall. No one should work hard to build a company and execute a liquidity event without an accurate forecast of what the founder and management team will receive. We built Capital Waterfall so our clients could forecast their future liquidity events from the term sheet, supported by complex waterfall reporting, to calibrate and negotiate their deal terms to improve their outcome.

Our Team

Roger Cohen

Chief Executive Officer

  • roger.cohen@capitalwaterfall.com

    Roger Cohen, Esq. is Co- Founder and CEO of Capital Waterfall, LLC. He is an expert on how to improve legal processes in complex transactions, diligence review projects and legal intensive business transactions. In setting strategy for the Company, he leverages his experience as a trusted advisor and deal manager in structuring and managing complex transactions, in particular debt and equity financings, venture financings, and M&A.

    Roger has over 20 years’ experience handling $10 billion in a full range of transactions from complex capital market to complex loan workouts across multiple industries. Roger led seven IPOs and completed several asset securitizations, structured finance deals, complex real estate transactions, venture financings, M&A, Leveraged Buyouts and debt restructurings. He developed his skills as a legal process engineer in these deals where his deliverables included a compliance process for a $2 billion loan portfolio and a unique data and document management system for a debt restructuring involving 5,000 loan documents for what become Starwood Hotels. He also mastered the art of managing attorneys in complex deals and was engaged by Wells Fargo to manage 5 law firms in a $1B loan restructuring of a major home builder.

    Roger also has over 20 years’ experience in managing and consulting with companies in strategy, legal process improvement, productization and capital raising. He founded two startup tech companies: Vertical Point Solutions, which was engaged by the world’s largest retailer to design and build a system to manage over 1 billion square feet of real estate assets; and VeriComply, which developed and brought to market a system to validate the accuracy of financial assets moving from origination platforms to the secondary market. The VeriComply system successfully validated over 20,000 consumer loans in 2 hours with 98% automation. Roger combines his legal and technology expertise to re-engineer legal processes using AI, Managed Legal Services and detailed SOPs.

    Roger studied European history at the American College of Switzerland, international economics at Oxford University, and international law at Tokyo University. He graduated from UC San Diego, summa cum laude, with a degree in diplomatic history and received his law degree from Boalt Hall at UC Berkeley.

Nils Hellmer

Advisor

  • www.linkedin.com/in/nilshellmer

    Nils Hellmer is serving as an advisor to the company. He brings over a decade of investment banking experience, leading more than $100bn in M&A transactions. As a senior technology banker at Goldman Sachs, Nils has helped numerous private and public companies during their most important strategic decisions, including capital raises, IPOs, and takeovers. Nils specializes in private M&A situations leading that practice on the West Coast.

    Prior to joining Goldman Sachs, Nils worked at Rothschild in London and served as an Officer and Platoon Commander in the German Army.

    Nils holds a MBA from Berkeley Haas, a M.Sc. in Finance from European Business School, London, and a B.Sc. in Business Administration from Viadrina University.

Justin Acciavatti

Chief Financial Modeler

  • marc.lowenthal@capitalwaterfall.com

    Marc Loewenthal is serving as Chief Information Security Officer and Chief Privacy Officer for Capital Waterfall. He has decades of experience advising clients on compliance, risk management, privacy, data protection, and information security issues. He is often called upon to review data privacy and security matters for due diligence in transactions.

    Marc's expertise includes GLBA, CCPA, and GDPR compliance including the preparation of policies, procedures and governance documentation and the conducting of risk assessments, gap analysis, and maturity assessments. In this regard, Marc has developed data lifecycle management and data protection programs and has developed target operating models for privacy and data protection operations. He has provided guidance on establishing and managing third party risk management programs and incident management and business continuity and disaster recovery programs.

    Prior to becoming an independent consultant, Marc was a Director at PwC specializing in privacy and information security related matters. Prior to PwC, Marc was the Chief Compliance and Operational Risk Officer for Varo Money, Inc. At Varo, Marc was responsible for developing Varo’s compliance and operational risk framework. Prior to joining Varo, he was a Director at Promontory Financial Group where he specialized in privacy and information security/cyber security matters. He managed the information security group.

    Prior to joining Promontory, Marc was the Chief Privacy Officer and Chief Information Security Officer for LPL Financial. Before LPL Financial, Marc had similar roles with New Century Financial and Providian Financial in addition to handling other enterprise risk management responsibilities.

    Marc holds a J.D. degree from Case Western Reserve University School of Law and is licensed to practice law in Ohio and Texas. He also holds a CISSP certification from the IAPP and a CISM certification from ISACA.

Marc Lowenthal

Chief Information Security Officer and Chief Privacy Officer

  • justin.acciavatti@capitalwaterfall.com

    Justin Acciavatti is a Co-Founder of Capital Waterfall and serves as the Chief Product Officer where he leverages his talents at developing financial models, specializing in tools with a high degree of complexity.

    Prior to joining Capital Waterfall, Justin founded Tilt Analytics LLC seven years ago, he has assisted clients by providing models that help them improve operations and better understand variables in decision-making.

    Prior to Tilt, he built predictive credit models as VP Analytics at a financial technology company and property & portfolio models for a hotel holding company.

    He studied business at the Duke University Fuqua School of Business.