Live data from Hacker News

Announcing the Safe, a Replacement for Convertible Notes

blog.ycombinator.com

31–40 of 118 posts

Re: Announcing the Safe, a Replacement for Convertible Notes

#31
post #19
post #16

Earlier quoted context omitted.

An option, strictly speaking, has an underlying security that already exists. The Safe, like a convertible note, doesn't have an underlying security yet, since the company hasn't created the preferred stock that it would convert into yet.

Well, sort of. In a broad sense an option is simply an irrevocable right to acquire or do something, without an obligation to actually acquire or do it. You can write options for whatever you'd like, despite securities being the most common use. You're right about securities; the security usually exists prior to offering a contract on it. But even then it gets a little more complicated. For instance, I can write a na…

Right, but I wasn't speaking in the broad sense. In the legal sense, an option has to have a very specific underlying security. That's the case with even a naked option - you know exactly what the underlying security is. The Safe is substantively different because the underlying security isn't defined at that specific level.

But agreed, kudos to YC :)

Re: Announcing the Safe, a Replacement for Convertible Notes

#32
post #29
post #27

I'm an entrepreneur, so it all sounds great for me, but why would investors go for this? It seems like they give up a lot of down-side protection: (1) No ability to convert or abort in the absence of a QFE, (2) no more first creditor protection -- if the company goes under, but also has outstanding loans, investors don't participate in a share of the liquidation proceeds as they would as debt holders (3) no interest…

I'm assuming that the theory here is that the good investors are more concerned about being in on the next Snapchat or Airbnb, and a lot less interested in bolstering downside protections that only apply if an investment is going to be one of the unproductive ones anyways. Meanwhile, the good companies aren't going to be likely to entertain financing on anything but terms like these, so fighting them just incurs an a…

Completely agree with you. The article seems to make the point that investors would welcome these changes, when in reality, we will be forcing these changes on investors. That was precisely my experience with the series AA.

Re: Announcing the Safe, a Replacement for Convertible Notes

#33
What does this imply about the valuation of the company from an employee stock plan perspective? One of the nice things about convertible debt is that the investment is offset by an equal liability, providing a reasonable justification for continuing to issue stock to employees very cheaply. Does unencumbered cash (ie enterprise value) increase the risk of things like cheap stock charges? Can you use restricted stock with a safe or would you want to stick to ISOs and the 409(a) rules?

Re: Announcing the Safe, a Replacement for Convertible Notes

#34

Anybody know how this compares to convertible equity schemes, like [1], which made front page last summer in a few stories? [1] http://techcrunch.com/2012/08/31/thefunded-founder-institute...

Safe is probably favored to become the standard vehicle for seed rounds, a benefit of being sponsored by YC. Investors will require less convincing and at first glance Safe seems to be at least as good as convertible debt (as fast and cheap as convertible debt, with no promise of repayment).

Re: Announcing the Safe, a Replacement for Convertible Notes

#35
post #16
post #9

So, based on the writeup, it's just an option? And this didn't exist already? It seems so obvious in retrospect it's surprising no one had thought to do this. Is there anything special that makes this substantially different from a vanilla option, or is it just that a Safe is standardized in an easy to use way?

An option, strictly speaking, has an underlying security that already exists. The Safe, like a convertible note, doesn't have an underlying security yet, since the company hasn't created the preferred stock that it would convert into yet.

[deleted]

Re: Announcing the Safe, a Replacement for Convertible Notes

#36
post #19
post #16

Earlier quoted context omitted.

An option, strictly speaking, has an underlying security that already exists. The Safe, like a convertible note, doesn't have an underlying security yet, since the company hasn't created the preferred stock that it would convert into yet.

Well, sort of. In a broad sense an option is simply an irrevocable right to acquire or do something, without an obligation to actually acquire or do it. You can write options for whatever you'd like, despite securities being the most common use. You're right about securities; the security usually exists prior to offering a contract on it. But even then it gets a little more complicated. For instance, I can write a na…

[deleted]

Re: Announcing the Safe, a Replacement for Convertible Notes

#37
> Safes should work just like convertible notes, but with fewer complications.

it's not an option because the purchase price of an option is lost to the seller no matter what.

it's not a loan because it doesn't have to be paid back on a schedule.

so basically it's more like a convertible security deposit.

Re: Announcing the Safe, a Replacement for Convertible Notes

#38
post #31
post #19

Earlier quoted context omitted.

Well, sort of. In a broad sense an option is simply an irrevocable right to acquire or do something, without an obligation to actually acquire or do it. You can write options for whatever you'd like, despite securities being the most common use. You're right about securities; the security usually exists prior to offering a contract on it. But even then it gets a little more complicated. For instance, I can write a na…

Right, but I wasn't speaking in the broad sense. In the legal sense, an option has to have a very specific underlying security. That's the case with even a naked option - you know exactly what the underlying security is. The Safe is substantively different because the underlying security isn't defined at that specific level. But agreed, kudos to YC :)

Ah, I see what you're saying.

Is there indeed a statutory or regulatory requirement to that effect? I'm not an attorney and you are, so you'd know better than me, but it's my understanding that "option" applies broadly to contractual obligations and rights to sell/purchase property or rights at some sort of preordained terms, conditions, price, or whatever.

Re: Announcing the Safe, a Replacement for Convertible Notes

#40
post #34

Anybody know how this compares to convertible equity schemes, like [1], which made front page last summer in a few stories? [1] http://techcrunch.com/2012/08/31/thefunded-founder-institute...

Safe is probably favored to become the standard vehicle for seed rounds, a benefit of being sponsored by YC. Investors will require less convincing and at first glance Safe seems to be at least as good as convertible debt (as fast and cheap as convertible debt, with no promise of repayment).

That's certainly valid from a marketing standpoint. Although, convertible equity was published WSGR, which may not be a household name, is still an entity that anyone in the funding game should be familiar with.

I'm really more interested in whether there are significant structural differences between the two schemes.

Post reply on HN