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C O N V E R T I B L E D E B T
www.mapleleafangels.com | info@mapleleafangels.com | 416.646.6235 | @mapleleafangels
AGENDA
WHAT?
CONVERTIBLE DEBT
PARAMETERS
TYPICAL TERMS
WHY?
TROUBLE IN PARADISE
PRICE CAPS
SUMMARY
www.mapleleafangels.com | info@mapleleafangels.com | 416.646.6235 | @mapleleafangels
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.
www.mapleleafangels.com | info@mapleleafangels.com | 416.646.6235 | @mapleleafangels
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
www.mapleleafangels.com | info@mapleleafangels.com | 416.646.6235 | @mapleleafangels
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
www.mapleleafangels.com | info@mapleleafangels.com | 416.646.6235 | @mapleleafangels
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
www.mapleleafangels.com | info@mapleleafangels.com | 416.646.6235 | @mapleleafangels
TYPICAL TERMS - DETAILS
Fenwick and West, Seed Finance Survey 2012
http://www.fenwick.com/publications/Pages
/Seed-Finance-Survey-
2012.aspx?WT.mc_id=2012.SEED_BK_email
www.mapleleafangels.com | info@mapleleafangels.com | 416.646.6235 | @mapleleafangels
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)
www.mapleleafangels.com | info@mapleleafangels.com | 416.646.6235 | @mapleleafangels
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
www.mapleleafangels.com | info@mapleleafangels.com | 416.646.6235 | @mapleleafangels
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!
www.mapleleafangels.com | info@mapleleafangels.com | 416.646.6235 | @mapleleafangels
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.
www.mapleleafangels.com | info@mapleleafangels.com | 416.646.6235 | @mapleleafangels
CONTACT

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MLA Convertible Debt For Early Stage Investments

  • 1. C O N V E R T I B L E D E B T
  • 2. www.mapleleafangels.com | info@mapleleafangels.com | 416.646.6235 | @mapleleafangels AGENDA WHAT? CONVERTIBLE DEBT PARAMETERS TYPICAL TERMS WHY? TROUBLE IN PARADISE PRICE CAPS SUMMARY
  • 3. www.mapleleafangels.com | info@mapleleafangels.com | 416.646.6235 | @mapleleafangels 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.
  • 4. www.mapleleafangels.com | info@mapleleafangels.com | 416.646.6235 | @mapleleafangels 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
  • 5. www.mapleleafangels.com | info@mapleleafangels.com | 416.646.6235 | @mapleleafangels 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
  • 6. www.mapleleafangels.com | info@mapleleafangels.com | 416.646.6235 | @mapleleafangels 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
  • 7. www.mapleleafangels.com | info@mapleleafangels.com | 416.646.6235 | @mapleleafangels TYPICAL TERMS - DETAILS Fenwick and West, Seed Finance Survey 2012 http://www.fenwick.com/publications/Pages /Seed-Finance-Survey- 2012.aspx?WT.mc_id=2012.SEED_BK_email
  • 8. www.mapleleafangels.com | info@mapleleafangels.com | 416.646.6235 | @mapleleafangels 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)
  • 9. www.mapleleafangels.com | info@mapleleafangels.com | 416.646.6235 | @mapleleafangels 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
  • 10. www.mapleleafangels.com | info@mapleleafangels.com | 416.646.6235 | @mapleleafangels 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!
  • 11. www.mapleleafangels.com | info@mapleleafangels.com | 416.646.6235 | @mapleleafangels 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.
  • 12. www.mapleleafangels.com | info@mapleleafangels.com | 416.646.6235 | @mapleleafangels CONTACT