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Clearly a startup should consult its lawyer before filing or not filing.But the attorneys I relied on to write this piece told me that they’ve done lots of Section 4(2) deals in the past, and would recommend it to clients who had relatively simple financing agreements (not tranched-out, not too many investors, etc.) Short answer: no.
It should therefore come as no surprise that an asymmetry of information exists, mostly gleaned from experience, between founders and investors in a venture financing deal. A term sheet for a convertible note deal may run two or three pages, versus 8-10 pages for a typical Series A Preferred Stock financing.
It’s like we need a finance 101 course for entrepreneurs. In finance they call it “terminal value” but the truth is the price is as arbitrary at your A round as it is at your seed round. These are all real conversations. What if when you have that conversation you don’t agree? Truthfully.
We’ve had two companies where we had to bridgefinance them several times before they eventually IPO’d We had a portfolio company turn-down a $350 million acquisition because they wanted at least $400 million. Consider: When GOAT started it was a restaurant reservation booking app called GrubWithUs … it’s now worth $3.7
The convertible note was really intended as an instrument for a “bridgefinancing” – when an equity round was imminent, and likely to occur, but the company needed some money in between. In that case, it made good sense to have a debt instrument, where the note holder then converted into equity when the financing occurred.
It’s like we need a finance 101 course for entrepreneurs. In finance they call it “terminal value” but the truth is the price is as arbitrary at your A round as it is at your seed round. These are all real conversations. What if when you have that conversation you don’t agree? There were no metrics. Last year ….
Thus your startup needs to determine the intangible value offered by the incubator (and yes, a $150,000 convertible note with no cap and no conversion discount qualifies as an intangible). Like any issuance of stock or investment, one of the main things a startup should be concerned with is: Is this going to fuck up a future financing ?
I seem to be doing a lot of pre-Series A convertible bridge note financings these days. As I have written previously , I think that convertible notes with even large conversion price discounts (e.g. 50%) or warrant coverage are typically more company-favorable than a Series A financing where a valuation is set.
Reading on, the term sheet states, “The $8 million pre-money valuation includes an option pool equal to 20% of the post-financing fully diluted capitalization.&# That does work if the company gets sold before another round of financing. This can be done on any financing or M&A event.
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