Puerto Rico Convertible Note Financing

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US-ENTREP-0042-1
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"A senior convertible note is a debt security that contains an option in which thenotewill be converted into a predefined amount of the issuer's shares. A senior convertible note has priority over all otherdebt securitiesissued by the same organization.
Just like any other debt investment, senior convertible notes offer investors the ability to earn interest. Rather than cash payments, however, the interest payments typically will accrue and the amount the company owes the investor will increase over time.
Bothstartup companiesand well-established companies may opt to issue senior convertible notes to raise funds from investors. This type of company financing has the advantage of being fairly simple to execute. This means the process of issuing the notes is relatively inexpensive for companies and it allows them quicker access to investor funding."

Puerto Rico Convertible Note Financing is a form of financial instrument commonly used by entrepreneurs and businesses to raise capital. It combines features of debt and equity, offering investors the opportunity to convert their investment into equity in the future. Convertible Note Financing is a flexible funding option that allows businesses in Puerto Rico to secure capital without having to immediately determine a specific valuation. It provides a means to efficiently raise funds without the need for lengthy negotiations on company valuation or the issuance of shares. This type of financing is typically suitable for startups or early-stage companies, as it provides them with the necessary capital to grow their operations while postponing the valuation discussion to a later stage. In Puerto Rico, there are several types of convertible notes that businesses can utilize: 1. Traditional Convertible Notes: These are standard convertible notes where investors lend money to a company with the option to convert the loan into equity at a later date. 2. Safe (Simple Agreement for Future Equity) Notes: These notes were popularized by startup accelerator Y Combinator and provide a simpler and more streamlined structure. SAFE notes do not have an explicit interest rate or maturity date but offer investors the right to convert their investment into equity in the future at a predetermined valuation cap or discount. 3. Convertible Loan Agreements: These agreements are similar to traditional convertible notes, where investors loan money to a company with the option of converting the loan into equity at a future date. However, the terms and conditions may vary depending on the agreement between the parties involved. 4. Crowd-sourced Convertible Notes: This type of financing involves individuals or a group of investors contributing small amounts of capital, collectively funding a company through convertible notes. This method leverages online platforms or crowdfunding campaigns to attract a larger pool of small investors. Puerto Rico Convertible Note Financing presents an attractive option for both entrepreneurs seeking capital and investors looking for potential upside by acquiring equity in a growing business. It provides flexibility, allowing companies to access capital quickly and postpone the valuation discussion until a more favorable time.

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Although it is customary to forego a term sheet, in some cases it may be required if the parties need to negotiate certain terms. It can be advantageous to use a term sheet for the company to easily summarize the terms of the notes for potential other investors purchasing a convertible note.

Conversion to Equity - Accounting for Convertible Debt When the note converts, usually during a new funding round, the liability moves to the equity section of the balance sheet. At this stage, the convertible note is settled, and new equity instruments, typically preferred shares, are issued to the investor.

Convertible loan notes can lead to dilution of existing shareholders' equity when the notes convert. This can be a disadvantage for start-ups that want to maintain control over their company.

A convertible note is a short-term debt agreement that converts into equity at a future date. Usually, this happens when one of these events takes place: The company raises enough capital to reach a pre-determined benchmark.

Requirements for issue of Convertible Note (CN): 25 Lakhs or more in a single tranche. Convertible Note can either be repaid or can be convertible into such number of equity shares of such startup company. Repayment or conversion to happen within a period of five years from the date of issue of the convertible note.

Also known as convertible promissory notes, bridge notes, or convertible debt. Since convertible notes are securities, they must be registered, or qualify for an exemption from registration, under the Securities Act.

Simply multiply the convertible note's interest rate by the number of years that have passed since the convertible note was issued. In this case, we would multiply 6% by 5 to get an accrued interest of 30%.

Promissory Note. The Promissory Note (or Convertible Promissory Note) is the actual debt instrument in the deal. ... Note Purchase Agreement. ... Subscription Agreement. ... Note Holders Agreements and Voting Agreements. ... Subordination Agreement. ... Warrant to Purchase Stock.

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Puerto Rico Convertible Note Financing