Convertible debenture – This is a loan (a “debenture”) that is convertible into equity upon some trigger event, like the next round of financing. If things go badly, the investors get the assets and if things go well, the debenture converts to equity on favourable terms (e.g., a 15% discount to the next round). Discount to next round – This is an equity purchase without a previously arranged valuation. Investors and founders agree to let the next round of investors make the valuation decision. This might be appropriate where the next investor is a VC with more extensive due diligence and connections. SAFE – Simple Agreement for Future Equity – This is a standardized hyper- simplified form of discount to next round that saves the cost and effort of issuing shares. The investor and founder agree to a valuation cap, sign the SAFE and transfer funds. This form of investment instrument was initiated by the successful Y Combinator (see www.ycombinator.com/documents) and has become increasingly popular with momentum Angels and incubators, particularly in the US. This deal structure has not caught on much in Canada. As Kirk Hamilton of Open Angel and VANTEC points out: “In BC, a SAFE agreement is considered debt, which makes the investment ineligible for the BC government’s 30% investment credit.” Warrants – These are options to purchase shares in the future. Sometimes they are offered as an opportunity to buy additional shares at a discount in the next round of financing. They are occasionally offered as “kickers” to enhance an offer to the investor while also giving the entrepreneur the ability to raise funds easily in the future. Angels seeking a diversified portfolio of investee companies will often see and invest in some or all of these investment deal structures over the course of a few years. NACO’s Common Docs are available for all these deal structures online, and NACO Academy runs hands-on workshops in person using Basecamp and Google Docs in most major Canadian cities.
Mentor vs Coach
Deal Type
NACO Common Doc Educational Notes Comments
Basic model but you can vary terms Options to make it really tight on the founders Loan but with equity features Relatively new tool Variations possible
Common
Base + Extended
Yes
Yes, combined with common
Preferred
Base + Extended
Convertible Loan
Base + Extended
Yes
Canadian SAFE
Full Agreement
Yes
Source: Dorsman , 2017 NACO Common Docs Workshop – The Key to Professionalizing Angel Investing: Term Sheets
“Almost all my deals are convertible debt or preferred shares – 99%. But always on entrepreneur-friendly terms. I primarily care about getting a liquidation preference – 1X to get my money back.” (Mike Cegelski)
70 A Practical Guide to Angel Investing
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