ARTICLE
23 August 2023

Differentiating SAFE From Convertible Note And Loan Note: Exploring Investment Instruments

TT
The Trusted Advisors
Contributor
Trusted Advisors is a full serviced law firm founded to provide cutting edge and tailor-made legal solutions to clients. It's strategic position, as well as an enviable network of alliances, has given undoubtedly benefits to our clients. We stand as a single-window service provider dealing with all kinds of matters across the country under one umbrella.
In the dynamic world of startup financing, various instruments play crucial roles in raising capital and supporting innovative ventures.
Nigeria Corporate/Commercial Law
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In the dynamic world of startup financing, various instruments play crucial roles in raising capital and supporting innovative ventures. This series explores some of the main features that distinguish SAFE from the similar options of Convertible Notes and Loan Notes. Each of these tools serves a unique purpose within the startup funding landscape.

1. SAFE (Simple Agreement for Future Equity)

The SAFE, a relatively modern innovation, offers simplicity and flexibility in the hazy valuation scenarios, commonly found in early-stage startups. Unlike traditional debt instruments, SAFEs do not involve interest or immediate repayment. Instead, they offer investors the promise of future equity on pre-set terms.

  • Conversion Mechanism: SAFEs convert into equity during the next qualified financing round. Investors gain an edge by receiving shares at a discount to the future valuation or at a predetermined valuation cap.
  • Interest and Repayment: A safe arrangement typically imposes no interest obligation on the debtor.

2. Convertible Notes

Convertible Notes have been a staple in early-stage investments for quite some time. These notes are essentially loans from investors to startups with the potential to convert into equity down the road.

  • Conversion Mechanism: Just like SAFEs, Convertible Notes convert into equity upon the occurrence of a qualified financing round. They provide investors an opportunity to convert their notes at a discount to the valuation of the future round or at a valuation cap.
  • Interest and Repayment: Unlike SAFEs, Convertible Notes usually accrue interest over time. If a startup does not proceed to the next financing round, investors can opt to demand repayment of the principal and the element interest of their investment.

3. Loan Notes

Loan Notes represent a more traditional form of debt financing, where startups borrow funds from investors, setting a repayment schedule and interest terms.

  • Repayment Mechanism: Loan Notes involve regular interest payments and a maturity date for principal repayment. Unlike SAFEs and Convertible Notes, these instruments do not automatically convert into equity.

In conclusion, the choice between SAFEs, Convertible Notes, and Loan Notes hinges on various factors, including the startup's valuation uncertainty, investor preferences, and prevailing market conditions. Understanding the distinct features of each instrument is vital for startups seeking funding and investors looking to back promising ventures.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

ARTICLE
23 August 2023

Differentiating SAFE From Convertible Note And Loan Note: Exploring Investment Instruments

Nigeria Corporate/Commercial Law
Contributor
Trusted Advisors is a full serviced law firm founded to provide cutting edge and tailor-made legal solutions to clients. It's strategic position, as well as an enviable network of alliances, has given undoubtedly benefits to our clients. We stand as a single-window service provider dealing with all kinds of matters across the country under one umbrella.
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