Does anyone have experience negotiating SAFE notes (convertible debt)?

searcher profile

October 24, 2022

by a searcher from Case Western Reserve University in United States

My team and I have about $600,000 left (of $2 million total startup) to raise using convertible notes.

Looking for any tips or best practices associated with using SAFE notes.

What do investors think of SAFE notes?
What would an investor rather see: lower valuation cap, higher discount, or something else?
What factors are most important in structuring convertible debt deals?
Any tips for managing multiple investors with static-round funding instruments like convertible debt?

0
4
74
Replies
4
commentor profile
Reply by a professional
from University of Pennsylvania in Washington, DC, USA
Hi Dalton - here are a few thoughts based on my experience:
- SAFEs are more well accepted on the West Coast, while convertible notes are more favored by investors in the rest of the country.
- From the issuer's perspective, SAFEs are better than convertible notes
- I find there is rarely a lot of negotiation around discounts - they range between 20-30%
- Lots of room to negotiate caps - those can vary dramatically
- In a convertible note, other than discount and cap, its important to focus on the maturity date, the definition of qualified financing, the definition of fully diluted capitalization and the mechanics for conversion/payment in a change of control transaction.
- Lots of investors will want to set a specific dollar limit on the principal amount of notes/SAFEs that can be issued in a financing.
commentor profile
Reply by a professional
from The Johns Hopkins University in Basking Ridge, NJ 07920, USA
Hi Dalton -- Good luck with the raise! My firm reps both companies and investors. In general, if I am on the investor side, I try to steer those clients away from SAFEs. They are efficient in concept only - particularly as they are increasingly modified by counsel which is contrary to the rationale behind creation. The utility can also be impacted by other vehicles in play in other rounds. Happy to discuss as needed.
commentor profile
+2 more replies.
Join the discussion