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This guy : http://altgate.typepad.com/blog/2008/06/5-reasons-conve.html

seems to think convertible debts are a bad option. Would someone explain why both he and pg are potentially right in their own ways? (don't know if that's the case, but usually ends up being)




from my experience, that's dumb advice. equity financing being simpler than debt? please. worried about multiple investors with different warrant coverage? try having entirely different classes of preferred shareholders on for size.

it sounds like this post is more of a warning against convertible debt with warrants, which, while at times very beneficial to the entrepreneur, can be more complicated to understand. but debt can and should be dead-simple, should be a 3-10 page document, and can be prepared for less than $5k in legal fees.

equity, on the other hand, is generally a 30-100 page document, has many, many more negotiation points than debt, and, due to the extreme complexity, can easily cost anywhere from $15k-$70k in legal fees.

further, a well negotiated debt agreement can be very beneficial to the founders, while being relatively fair to the investors: the founders get to benefit from a Series A upside down the road. even if you don't have the leverage to pull off a conversion of debt based on a discount of the series A price, a capped conversion isn't such a bad thing, either, given that it's so much simpler to pull off than equity.


PG is probably referring to a capped convertible note.

On a capped convertible point 5 is completely negated.

Point 4 is not relevant. Since preferred comes first any way.

Point 3 is a reason to do convertible note.

Point 2 is a good point. But you really don't want to be negotiating terms on Series A (which are complex) with an angel that does not deal with them every day. If the angel is willing to just accept what you give them then maybe that is a valid point against doing a convertible.

Point 1. At least at the time of raising the convertible note it costs about 10th of the lawyer cost as a series A. Maybe the lawyer cost is higher when converting it, but presumably you care less about lawyer costs at that stage.


besides the fact that for point 2, your Series A investors will most definitely renegotiate to whatever they want, anyway.


Convertible debt is a bad deal for the investor. Put your money up now but you don't get equity till later, after the cash and time have allowed for valuation growth?

Capped is better but I'm still less excited. You still have to negotiate terms and whatnot (what if there's an early acquisition, do I just get paid back? Or do I get converted? At what price? etc.)




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