The document discusses convertible debt, which is debt issued by a startup to an investor that converts to equity under certain conditions. Convertible debt is commonly used in startup investing as it allows the investor to ultimately own equity while simplifying and speeding up negotiations. However, convertible debt without a price cap can be risky for investors if the startup raises money at a high valuation. Price caps were introduced to address this, setting a maximum price the debt can convert at, but founders sometimes resist them. In summary, convertible debt can be a good option but alternatives like simplified preferred stock terms also exist.
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CONVERTIBLE DEBT
Paul Graham (Y Combinator) tweeted in 2011:
Convertible notes have won. Every investment so
far in this YC batch (and there have been a lot) has
been done on a convertible note.
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WHAT?
Debt (typically a promissory note) issued by an investor to a startup
where the principal and accrued interest convert into equity under certain
conditions
Used when the investors intention is ultimately to own equity, rather than
to earn a return through interest payments
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PARAMETERS
$ amount
Interest rate
Conversion upon next financing
Minimum trigger amount
Discount or warrants
Optional: price cap
Conversion price if no next financing
Conversion on exit before financing or maturity
Merger premium (multiple)
Maturity date and repayment terms
Secured? Against what?
Board rights
Information rights
Pre-emptive rights on next financings
Right of First Refusal
Co-sale rights
Protective provisions
Fancy stuff, e.g. discounts that increase over time
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TYPICAL TERMS
Conversion into Series A preferred
Median conversion discount: 20%
Median interest: 5.5%
Median maturity: 18 months
Merger premium: 2x (Fenwick and West, 2012)
Secured against company IP
No board set
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WHY?
Punts on negotiation over valuation and many pref share terms
Simplifies legals
Simplifies and speeds up negotiation over terms
Lower transaction costs
Some angels will even do them without legal counsel
Avoids taking on liabilities of Directors and Shareholders (because
you arent one)
As a creditor, near the front of the line in case of adverse liquidation
(after employees)
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TROUBLE IN PARADISE
Can be a bad deal for angels
Does a 20% discount
sufficiently compensate
for a year or two of
additional risk vs. the
Series A investors?
Series A investors will
generally veto higher
discounts, may sometimes
resist even 20%
Misaligned incentives vs.
founders on Series A valuation
Founders want it high
You want it low
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PRICE CAPS
Solution proposed for the risk/reward and alignment issues:
conversion price
Sets a maximum conversion price, e.g.20% discount to Series A, not
exceeding a price per share based on a valuation of$5M
Most sophisticated angels post 2010 will not do uncapped converts
Still not perfect
Valuation negotiation with founders has come back into the
deal
Founders have sometimes received the (bad) advice to refuse
capped converts
This has become a contentious enough issue that early-
stage convert deals have actually begun to decline in
number again after peaking in ~ 2011
Some VCs look at the cap and see it as a price ceiling for the A
round!
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SUMMARY
Cheaper and easier, but:
Without a price cap, not fair to angels
With a price cap, not quite as easy
Capped converts are often a good choice
But there are also good alternatives: simplified standardized equity
terms
Series Seed (Fenwick & West)
Series AA (Y Combinator)
Plain Preferred (Founders Institute)
TechStars model documents
Etc.