A convertible note is an investment instrument intended to provide a startup company with early stage financing.
It’s a compromise of sorts, blending the downside protection associated with a loan and capturing the upside potential of selling equity shares.
Why are they used?
It can be very difficult for investors and entrepreneurs to agree on the valuation of an early stage company. Valuations are complex, and require a considerable amount of time and data that early stage startups just don’t have. A convertible note for startups allows the valuation conversation to be delayed until later down the road when a valuation can be more easily determined. Typically, this occurs at the next funding round. At which time, the note will convert from a loan to equity.
What’s the “discount rate” and other terms?
Early stage investors that invest in the form of a convertible note expect to be appropriately compensated for the extra risk taken by investing at such an early stage. As such, when a valuation is determined at a subsequent round of investment, the early stage investors typically receive a “discount” on that valuation where their investment gets converted at a cheaper valuation. The discount rate is predetermined and agreed upon at the time of signing the note. 20% is a common discount, but it can range widely from around 10% on the low end to 35% on the high end.
Here’s an example of the convertible note process:
Joe Angel invests $500K in a seed round investment
Startup issues Joe Angel a convertible note for $500K that has an automatic conversion feature at the next round of financing with a conversion discount of 20%
Startup closes a $1M Series A round with a VC at a pre-money valuation of $5M
VC receives 16.67% equity
Joe Angel’s note will convert to equity at a 20% discount on the pre-money valuation for 10% equity
The above return does not account for interest on the loan, which typically ranges from 5-7%. It’s not paid out like a regular loan, but instead accumulates and then the interest is added to the conversion amount at the end of the Series A startup funding round.
Convertible notes are attractive for both the startup founders and potential investors. The startup needs this type of early funding to prove their concept and build momentum, and it gives savvy investors a way to gain significant discounted equity in a potential rising star.
Other benefits include:
Relatively simple to create, especially when compared to the preparation and legal resources needed for later funding rounds. The negotiations around valuation can be deferred, so the founders can focus on initial strategy and refining their service offering
Early investors should receive discounts because they took a chance on the firm at its earliest stages and they then often remain as loyal long-term investors.
With the discount, the startup does give the investor a bigger stake in the company compared to the same money received by other investors, but this early-stage investment is often required in order to reach any growth.
On the investor’s side, they need to look very closely at the startup to be sure they are not taking on outsized-risk. The risk involved is higher than what is reflected in the typical 20% discount of the convertible note. This simply boils down to the challenges facing startups to actually move forward from seed to Series A funding rounds. Less companies are able to do it as they don’t build enough momentum to warrant larger-scale VC money.
Another risk for convertible note financing can come if the convertible note is too large. The problem can come when it converts to represent a big portion of the next round, which might discourage other investors from coming on board because they’re limited in the potential equity stake.