Kentucky Term Sheet — Convertible Debt Financing is a legal document that outlines the terms and conditions for a specific type of financing arrangement offered to businesses in the state of Kentucky. This funding option allows the issuer (usually a startup or early-stage company) to raise capital by issuing convertible debt to investors. The term sheet serves as a framework for negotiations between the issuer and potential investors. It highlights the key terms and provisions related to the convertible debt financing, acting as a starting point for further discussions and eventual creation of a legally binding agreement. The following are some essential components typically found in a Kentucky Term Sheet — Convertible Debt Financing: 1. Principal Amount: Specifies the initial amount of convertible debt that will be issued by the issuer. 2. Interest Rate: Outlines the interest rate that will be applied to the debt during the term of the financing. 3. Conversion Terms: Details the conditions under which the debt can be converted into equity (common shares or preferred shares) at a pre-determined conversion price. 4. Maturity Date: Indicates the date by which the issuer needs to repay the debt in full if it has not already converted into equity. 5. Valuation Cap: Establishes the maximum valuation of the company at which the convertible debt can convert into equity. 6. Discount Rate: Specifies the discount applied to the conversion price of the debt to incentivize early investors. 7. Investor Rights: Outlines any rights that investors may be entitled to, such as information rights or participation rights in future funding rounds. 8. Voting Rights: Specifies whether and to what extent debt holders have voting rights in the company's decision-making process. Different types of Kentucky Term Sheet — Convertible Debt Financing can include variations in these terms and additional provisions tailored to specific business needs. Some additional variations may include: 1. SAFE (Simple Agreement for Future Equity): Similar to convertible debt, but instead of accruing interest, it provides the investor with the right to obtain equity at a future funding round. 2. Secured Convertible Notes: Includes collateral, such as assets or intellectual property, that secure the repayment of the convertible debt. 3. Subordinated Convertible Debt: Places the convertible debt below other outstanding debts in the issuer's capital structure in the event of a bankruptcy or liquidation. In conclusion, a Kentucky Term Sheet — Convertible Debt Financing is a crucial document that outlines the terms and conditions associated with raising capital through convertible debt. It serves as a starting point for negotiations between the issuer and investors, providing a framework for the creation of a legally binding agreement.