Wash-Out Round

DEFINITION of 'Wash-Out Round'

A wash-out round is a common round of financing to owners of typically small companies that are not yet financially stable. When such financing is done, the new issuance serves to dilute drastically the ownership of previous investors and owners. Often, the new investors are able to take control of the company because the previous owners are in desperate need of more financing to avoid bankruptcy.

Also known as "burn-out round" or "cram-down round."

BREAKING DOWN 'Wash-Out Round'

The wash-out round is often the final financing opportunity available to entrepreneurs before a company is forced into bankruptcy. Wash-out rounds often occur when companies are unable to achieve performance levels that have been set in order to receive additional financing from investors.

Numerous wash-outs occurred during the dotcom craze of the late 1990s when many companies were significantly overvalued.

The Effect of a Wash-Out Round

In many cases, a wash-out round of financing is offered with the intent of seizing control of a company, perhaps to gain access to assets new investors and management believe they can leverage. The round usually prices shares at such a diminished value as well as for an overwhelming interest in the company, the stake held by prior investors and owners may be deemed near worthless. The ratio of returns may vary, but typically the financing is priced in such a way to force prior owners to submit to the decisions of the new backers.

It is possible that some of the company’s previous management might remain with the company, however, there is a high propensity for the leadership to be removed in a wash-out round. With consideration to the overall performance of the business, the leadership decisions that led to the need for a wash-out round make it unlikely that new owners would desire to maintain the status quo. For sake of brand recognition, it is plausible that some elements of the prior management and operations could be retained. However, the new owners might find that the best return on investment for a wash-out round is to find buyers for assets of the company, such as intellectual property, product lines, or customer databases.

Wash-out rounds can occur with companies that built up their valuation, but suffered either a sudden or gradual turn of events that nullified the prospects to grow under its current operations and management. For instance, if the core product of a company that develops a medical device or novel biomedicine is rejected by regulators, the company might not have another substantial product prepared to take its place. Likewise if a service provide fails to reach the market penetration level it needs to generate profits, it might not achieve its revenue growth goals. These circumstances can leave the companies looking for wash-out round financing that, as a last resort, could salvage the brand.