Structuring a Capital Raise with Convertible Instruments
A convertible note or similar instrument is a practical way to keep a capital raise moving without stalling, when the parties can't agree on today's valuation.
The logic of deferring valuation uncertainty
A convertible instrument lets the investment happen today while deferring the final valuation to a future event, usually a subsequent financing round; this moves past an issue the parties can't fully agree on today without deadlock.
This structure is particularly favored at early-stage companies or during periods of high valuation uncertainty, such as market turmoil.
The discount rate and valuation cap mechanism
Convertible instruments typically include a discount rate, giving the early investor a discount to the price of the next round, and a valuation cap, the highest valuation at which conversion will occur.
These two mechanisms compensate the early investor for the risk taken while still giving the company a fair share of its future value growth.
The role of the interest rate and maturity
When structured as a convertible debt instrument, it typically accrues a low interest rate that converts into additional shares at conversion; the maturity date is usually set around the expected timing of the next financing round.
If the anticipated conversion event doesn't occur by maturity, the instrument's repayment or forced-conversion terms need to be clarified in advance.
The dilution effect on existing shareholders
When the convertible instrument converts, existing shareholders' stakes get diluted; the size of that dilution can vary significantly depending on the discount rate and the valuation cap.
It's critical for existing shareholders to model these dilution scenarios in advance, so they aren't caught off guard in subsequent round negotiations.
The use of simple agreement instruments (SAFE-like)
In some jurisdictions, simpler agreements without interest or maturity, granting only a right to convert at a future round, are also used; these instruments offer a fast, low-cost structure.
However, the legal status and tax treatment of these instruments vary widely by country; they should be verified with local legal counsel before use.
Capital StructuringWe redesign the company's balance sheet to match the real rhythm of its cash flow: the right instrument, the right maturity, the right security.
Learn moreFrequently asked questions
Does a convertible instrument always convert into equity?
Usually yes, but if the conversion event defined in the agreement doesn't occur, cash repayment is also possible.
Why does the valuation cap matter?
It protects the early investor from excessive dilution if the company's value rises much faster than expected.
Can these instruments be used in every capital-raising round?
They're most commonly used at early stages; at more mature companies, investors usually prefer a direct equity investment instead.
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