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When offering convertible debt, the investor accepts the valuation at the next round of investments (in this case series A). The risk for the convertible debt

When offering convertible debt, the investor accepts the valuation at the next round of investments (in this case series A). The risk for the convertible debt investor is that this valuation will be very high and the series A can take a long time. To limit this risk convertible debt investors negotiate valuation caps and discounts. Cap: The convertible debt gets converted at min=[series A valuation, cap]. Discount: The convertible debt gets converted at series A valuation * (1- discount) (Obviously, when both cap and discount apply, the valuation for conversion becomes min = [series A valuation * (1 - discount), cap].)

aneesh 16y ago
I think you mean min(series A valuation, cap).
- ebaysucks 16y ago
  This is correct. Made the edit. I hope I didn't confuse anyone with my original post.
cft 16y ago
Can somebody give me an advice. We have a two person startup, that is making about 20k/mo and it's growing. I am the founder. The thing is, I do not currently plan to raise VC money. My goal is to achieve revenue of 200k/mo by 2013. It is very realistic, but the problem is that as the service grows, we spend more and more time on operations, since certain things were not timely automated. We need about 300k , so that we can hire a couple of contractors to automate operations, to accelerate product development. But since I do not plan to raise a VC round, the convertible loan would not work. What is the right mechanism for this investment? I also believe the risk is lower than normal, since we have been making money for a while, and this should be reflected in the terms and in the valuation. Is this the domain of angels to make such an investment?
- 2arrs2ells 16y ago
  I think what you're looking for is a loan. Not sure if it's possible to get $300k on $20k/month revenue, though.
  - hugh3 16y ago
    Not unless you're willing to put up (say) your house against it. If I were a bank I wouldn't be willing to take the risk that your business will go under before it ever pays back the $300K. Basically you need a small-scale VC or large-scale angel investment... or else to continue to bootstrap.
  - cft 16y ago
    FYI: Last time I stopped at the bank where I opened business checking account 2+ years ago (Wells Fargo), they sat me down and offered a 100K line of credit (the interest rate was unknown unless I applied, but she said it would be around 7-8%). The service is poorly monetized ( disproportionately high hosting fees + new hardware expenses / revenue). Until recently I was putting all these hosting related expenses on a single US Bank credit card (and paying it off monthly). In response, they raised the credit line to 40k at 8% yearly interest. This is less however than the 300k, that I think is needed. Additionally, I would prefer to use this kind bank debt financing only in an emergency, because I suppose that unlike a savvy investor, Wells Fargo and US Bank would be absolutely inflexible if I say need slightly more time, and would drive the company into default by their blanket policy, regardless of the specific circumstances.
- ebaysucks 16y ago
  You can still accept a convertible debt investment. If you don't do a series A the valuation of the sale of the company will be taken. A sale without investments in between would mean a debt investor only gets his money back + interest. Given your situation, the debt investor might negotiate a time limit for the conversion (and either a cap or a formula for the valuation at that point).
- dacort 16y ago
  You may want to look into royalty/revenue based financing. I don't know if your revenue is where it needs to be for that (i.e. revenueloan.com's typical investment makes $1-5MM in revenue), but something to look in to.
- jaredstenquist 16y ago
  I would seek out 2-3 angels who can provide the $300k investment. It's going to be (near) impossible to get a $300k loan on $20k/month gross revenue. Definitely not something any reputable bank will put forth in these times. You'll likely need to part with 10-20% equity in the business, but the value of the $300k to take you to the next level should make sense. Think of it as - can we get to $200k/m by 2012 if we have $300k/$600k/$1mm. If you can 10x your revenue in a year and give up 20%, you're in a good place.
- zackattack 16y ago
  Out of curiosity what is your startup? If you don't want to post publicly can you edit your profile to include contact information?
- jayzee 16y ago
  http://www.receivablesxchange.com/ http://www.receivablesxchange.com/
- nitrogen 16y ago
  You could try outsourcing and/or hiring students, but I suspect that the quality of outsourcing available to the average individual or startup has decreased as a result of the publishing of books like 4HWW and The World is Flat.
- megaduck 16y ago
  Speaking as someone who's automating a large-ish business right now: 300k will buy you a lot of contracting. It might be possible to do what you want for less, which would expand your options. Email me, and I'd be happy to discuss your situation and provide pointers where I can. (address is in profile)
- dools 16y ago
  Hey, my email is in my profile. I'm obviously unaware of the details but $300k to "tidy up operations" seems to be a pretty large budget. I feel reasonably confident I'd be able to help you out (ie. providing such services) for less than that.

aneesh 16y ago

I think you mean min(series A valuation, cap).

ebaysucks 16y ago
This is correct. Made the edit. I hope I didn't confuse anyone with my original post.

cft 16y ago

Can somebody give me an advice. We have a two person startup, that is making about 20k/mo and it's growing. I am the founder. The thing is, I do not currently plan to raise VC money. My goal is to achieve revenue of 200k/mo by 2013. It is very realistic, but the problem is that as the service grows, we spend more and more time on operations, since certain things were not timely automated. We need about 300k , so that we can hire a couple of contractors to automate operations, to accelerate product development. But since I do not plan to raise a VC round, the convertible loan would not work. What is the right mechanism for this investment? I also believe the risk is lower than normal, since we have been making money for a while, and this should be reflected in the terms and in the valuation. Is this the domain of angels to make such an investment?

2arrs2ells 16y ago
I think what you're looking for is a loan. Not sure if it's possible to get $300k on $20k/month revenue, though.
- hugh3 16y ago
  Not unless you're willing to put up (say) your house against it. If I were a bank I wouldn't be willing to take the risk that your business will go under before it ever pays back the $300K. Basically you need a small-scale VC or large-scale angel investment... or else to continue to bootstrap.
- cft 16y ago
  FYI: Last time I stopped at the bank where I opened business checking account 2+ years ago (Wells Fargo), they sat me down and offered a 100K line of credit (the interest rate was unknown unless I applied, but she said it would be around 7-8%). The service is poorly monetized ( disproportionately high hosting fees + new hardware expenses / revenue). Until recently I was putting all these hosting related expenses on a single US Bank credit card (and paying it off monthly). In response, they raised the credit line to 40k at 8% yearly interest. This is less however than the 300k, that I think is needed. Additionally, I would prefer to use this kind bank debt financing only in an emergency, because I suppose that unlike a savvy investor, Wells Fargo and US Bank would be absolutely inflexible if I say need slightly more time, and would drive the company into default by their blanket policy, regardless of the specific circumstances.
ebaysucks 16y ago
You can still accept a convertible debt investment. If you don't do a series A the valuation of the sale of the company will be taken. A sale without investments in between would mean a debt investor only gets his money back + interest. Given your situation, the debt investor might negotiate a time limit for the conversion (and either a cap or a formula for the valuation at that point).
dacort 16y ago
You may want to look into royalty/revenue based financing. I don't know if your revenue is where it needs to be for that (i.e. revenueloan.com's typical investment makes $1-5MM in revenue), but something to look in to.
jaredstenquist 16y ago
I would seek out 2-3 angels who can provide the $300k investment. It's going to be (near) impossible to get a $300k loan on $20k/month gross revenue. Definitely not something any reputable bank will put forth in these times. You'll likely need to part with 10-20% equity in the business, but the value of the $300k to take you to the next level should make sense. Think of it as - can we get to $200k/m by 2012 if we have $300k/$600k/$1mm. If you can 10x your revenue in a year and give up 20%, you're in a good place.
zackattack 16y ago
Out of curiosity what is your startup? If you don't want to post publicly can you edit your profile to include contact information?
jayzee 16y ago
http://www.receivablesxchange.com/ http://www.receivablesxchange.com/
nitrogen 16y ago
You could try outsourcing and/or hiring students, but I suspect that the quality of outsourcing available to the average individual or startup has decreased as a result of the publishing of books like 4HWW and The World is Flat.
megaduck 16y ago
Speaking as someone who's automating a large-ish business right now: 300k will buy you a lot of contracting. It might be possible to do what you want for less, which would expand your options. Email me, and I'd be happy to discuss your situation and provide pointers where I can. (address is in profile)
dools 16y ago
Hey, my email is in my profile. I'm obviously unaware of the details but $300k to "tidy up operations" seems to be a pretty large budget. I feel reasonably confident I'd be able to help you out (ie. providing such services) for less than that.