5 NEED TO KNOW KEY CONVERTIBLE NOTE TERMS

by Chris Tabb in

Convertible notes are a form of debt that converts into equity at some point in the future. They offer several advantages for startup businesses, including reducing initial transaction costs for the company, providing flexibility in setting the terms of the debt, and allowing the company to focus on growth instead of fundraising. 

Additionally, investors may benefit from convertible notes by having the potential to receive equity in return for investing instead of just interest payments.

Maturity Date

The maturity date is the date by which a convertible note must be converted into equity or paid off. For the company, it is important to be aware of the maturity date as this may limit their ability to raise additional capital. For the investor, the maturity date is important as it indicates when they will receive the converted equity or their repayment of the investment. Additionally, knowing the maturity date is key as it determines the amount of interest they will receive.

Discount Rate

The discount rate is the rate at which the convertible note must be converted into equity, usually expressed as a percentage. It is important for both the company and the investor to understand the discount rate as it determines the value of the equity at conversion. 

For the company, a higher discount rate means they have more equity when the note converts, but they may be giving away more in the future. For the investor, a smaller discount rate may mean more equity at conversion, but they may have to wait longer for their return. Understanding the discount rate is critical for understanding the terms of the convertible note.

Conversion Option

The conversion option is the clause in the convertible note agreement that allows the company to decide when to convert the note into equity. It is important for both the company and the investor because it provides flexibility to the company in terms of when to convert the debt and when to raise capital. For the investor, the conversion option allows them to decide when to convert the note into equity, allowing them to potentially receive more equity in the future if the company is successful.

Interest Rate

The interest rate is the amount of interest that must be paid on the convertible note. It is important for both the company and the investor to understand the interest rate as it determines how much interest must be paid and when it must be paid. For the company, it is important because they need to be aware of the costs of the debt and make sure they can afford to pay it. For the investor, the interest rate is important as it determines the amount of interest they will receive on their investment.

Anti-dilution Protection

Anti-dilution protection is a clause in the convertible note agreement that protects the investor from any potential decreases in the value of their investment. It is important for investors because it ensures that their investment is protected, even if the value of the company decreases. This helps to ensure they will receive the same amount of equity as when they initially invested, regardless of any changes in the value of the company.

Conclusion

Special Purpose Vehicles (SPVs) are entities created for a specific purpose, usually for issuing debt or holding assets. When it comes to SPVs issuing debt, it is important to understand the key terms of the convertible note, including the maturity date, discount rate, conversion option, interest rate, and anti-dilution protection. Understanding these terms allows investors to ensure their investments are protected, while giving the issuer the needed flexibility in terms of when to convert the debt and when to raise capital.

Simplify Your Fundraising with Convertible Instruments - But Don't Forget the Complexities: Let Syndicately Handle the Details

Convertible instruments are becoming more popular as investors and start-ups seek to simplify the fundraising process. Although the process is now simpler than ever, both founders and investors need to be aware of some complexities.

Syndicately tracks interest, signs consents, verifies share allocations, and issues new certificates. We work closely with organizers to ensure that all required documents are filed promptly and accurately.


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