Business
Convertible Debt, Priced Equity Rounds and Deal Timing
An impromptu Twitter debate arose among Fred Wilson, Dave McClure, Mark Suster, Chris Dixon and others. It was such a good discussion that Fred asked that someone Storify it. I've done that here and expanded it with some additional references, background info and light commentary.
- First, the backstory: On August 31, 2012, Adeo Ressi of Founder Institute and Yoichiro "Yokum" Taku of Wilson Sonsini Goodrich & Rosati introduced new template investment documents for "convertible equity," a structure similar to convertible notes for startup seed financing.
Adeo Ressi Introduces 'Convertible Equity', Convertible Debt Without Debt - ForbesConvertible debt has long served nobly as the default form of financing for early-stage startups. It's legally simple, cheap and allows f...
The announcement garnered enough attention that the startup finance wonks among us began chattering immediately on a wide range of media, from TechCrunch article comments to Quora answers and Facebook posts. The main question: Is convertible equity a solution in search of a problem, or is it really something innovative?
Convertible Equity, A Better Alternative To Convertible Debt?There has been no shortage of controversy and criticism around the convertible note, a popular investing vehicle that's used by seed stag...
Matt Bartus of Cooley published a well-written, balanced analysis on Sept. 5:- Convertible Equity - tipping the balance further in favor of founders | A View from the ValleyRecently Yokum Taku of WSGR announced, together with TheFunded.com and Founder Institute, a new set of standard forms for an investment s...
Not surprisingly, Ressi himself made the case for convertible equity in his post on the FI blog announcing the documents:
FI.co: Startups Can't Borrow Their Way to Success, by @AdeoRessiOver 50% of startup seed-financings today use Convertible Debt. However, it's ridiculous that the primary way to "invest" in startups is ...
Fundmentally, "Convertible Equity" is a variation on the theme of convertible debt. (See references at bottom for more background on convertible debt, convertible equity and other seed financing structures.)
The conversation in social media widened to reignite the perennial debate about convertible notes vs. priced equity rounds (preferred stock) as the best structure for seed-stage startup financing. Mark Suster of GRP Partners weighed in with this piece:- The Hidden Terms in Convertible Notes That You'll Want to Understand (with update for @adeoressi) bothsid.es/l0S
Fred Wilson wrote his own piece on Sept. 8, reiterating his long-held view that priced equity rounds are the way to go:
As it turned out, Mark is such a whirlwind that he wrote his own blog post later that same day, elaborating on the Twitter discussion below. If you're not pressed for time, though, read on for the unabridged conversation with commentary.
Should Investors in the Same Round of Financing Ever Get Different Prices?If you were on Twitter on Saturday you might have noticed a lively discussion with Dave McClure, Fred Wilson, Chris Dixon and myself. And...
Here is where the interesting conversation began. Dave McClure awoke bright and early this Saturday morning in Honolulu and weighed in, responding to Mark and Fred's commentary:- yo @fredwilson @msuster ur missing main point on notes -- big reason they're used over priced rounds isnt valuation, rather synchronization
- if founders price round they need *ALL* investors 2 agree on price same time; with notes they don't. this is BIG deal. @fredwilson @msuster
Dave's point, which is consistent with my own experience, is that seed financing relying on several funding sources, such as angel investors, poses a "herding cats" problem. It's difficult to get the first investor to write the first check — to be the "first penguin in the water," to mix animal metaphors, quoting Dave's tweet below — but once the process picks up steam, others will readily join the round. This is a major reason why the deal documents for a convertible debt financing round usually allow for multiple closings, up to some outside date (such as 90 days).- @davemcclure gotcha. Yes. I now see how rolling close (and variable term notes) are so convenient for entreps.
- @davemcclure @fredwilson @msuster agreed. Easier to do rolling close, easier to negotia. Priced rounds cost too much as soon as non-standard
- @davemcclure @fredwilson @msuster need money now not 3 months from now when everyone is ready. That is a huge issue during seed round.
- @davemcclure only a problem in party-rounds with less experienced investors? i appreciate its a reality... cc: @fredwilson @msuster
Did you find this story interesting? like or comment as 7 already did!
Liked!
- David S. RoseAn absolutely SUPERB case of "codified ephemeral social media content" by @antonejohnson using #storify!2012-09-11T16:11:28.224Z
- Antone JohnsonThanks, David! Means a lot coming from you.2012-09-11T20:40:01.403Z
- David S. RoseAn absolutely SUPERB case of "codified ephemeral social media content" by @antonejohnson using #storify!2012-09-11T16:11:28.224Z







