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Announcing the Safe, a Replacement for Convertible Notes

blog.ycombinator.com

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Re: Announcing the Safe, a Replacement for Convertible Notes

#91
post #74

A few thoughts (apologies up front for the somewhat longish technical aspects of the discussion): 1. YC has once again managed to innovate in fascinating ways that help promote startups. And, it should be said, the legal work behind formulating this instrument called a "safe" is both sophisticated and commendable. It is at once simple and subtle and it covers a lot of nuanced legal technicalities that must have requi…

Sorry but tl;dr

If you can't appreciate George Grellas's contributions, then please refrain from giving us yours.

George's writings on HN, from a seasoned startup lawyer who's been around the block many times and has much to offer, are incredibly valuable, and all of us owe him some gratitude for it as it is high quality and he is not paid for it. And I'm sure he has plenty of business to handle without doing it for leads.

Re: Announcing the Safe, a Replacement for Convertible Notes

#92
post #59

Earlier quoted context omitted.

Clearly I meant from the point of view of a seed-stage investor's subjective valuation of alternatives. Nobody wants to have debt repaid when a company takes off that you could have had early stock in.

The one (only?) thing worse than debt in this case is an option that has CP's for exercise that aren't met. Then, you are truly fucked. I'm not trying to be pedantic, but its the nature of the topic at hand that to make any sense, some precision is required.

That's fair. But precision isn't really required, because it is a huge mistake to think that investors use precision.

It's possible to think that they do, and that they make a choice based on adding up the dollar-value of alternatives, multiplying each by its probability, and summing the results.

If that were the case then two things would be true (among many others):

  ----------------------------
I

First:

Debt that can be repaid would greatly increase the chances of a landed investment (investment being made in response to pitches), since there are many, many cases in which a small group of people formed into a company can repay an early debt, even if the company ultimately folds. All these cases would detract from the down-side. This would, in theory, tip the investment in the favor of being made. For example, if a company has a story that you might make 15x your money in 2 years, but you believe there is a 1 in 15 chance of this happening, then it should objectively make a big difference whether (or how many) out of the other 14 chances repay your money. If all 15 repay your debt, and 1 in 15 makes 15x, then that's a good investment, slightly beating the alternative places you could park your money. On the other hand if most of the cases end up losing 100% of your investment, that "should" make the investment quite a bit worse. For example if 14 in 15 lose the investmnet and the fifteenth makes 10x in 3 years, then that is not great.

But htis is not how investors actually make their decisions.

No investor will give a seed that has a 8 in 10 chance of being repaid (as debt). Period. They just don't.

Firstly, they are looking for that big, big win. And secondly, they want to skew the probability distribution toward that win.

An investor far prefers: (package 1)

  0.0125 probability of massive, huge, breakaway hit: 500x
  0.05 probability of HUGE growth: 50x
  0.9375 probability of total loss (goes to 0 in 3-7 yrs)
  ------
  0.0125 * 500 + 0.05 * 50 = 8.75x average.
Meaning: if you invest in 67 companies you will get one 500x growth story to woo your next set of LP's with. (1/0.0125 = 67), 1 in 20 of your companies will at least show a 50x growth story, roughly paying for the rest which silently go away within 10 years. If you have a $500M fund you can make 1250 seed-stage investments of $500K. Hopefully you can invest enough Googles with them.

to: (package 2)

  0.05 probabibility of total write-off
  0.15 probability of small win (e.g. 10% p.a., i.e. debt repaid)
  0.459 probability of "failed" i.e. moderate growth (5x)
  0.34 probability of successful growth (20x)
  0.001 probability of 500x
  -----------
  0.15 * 1.1 + 0.459  * 5 + 0.34* 20 + 0.001 * 500 = 9.76.
Even though the first sums to an expected value of less than the second one.

Investors aren't trying to go for the second package - i.e. making a shot at a very sure 20x and maybe missing it and making 5x. That's not what they make seeds into, $2.5M companies they can believe in at $125K (20x).

It's just not what they're about.

That is not the story that is interesting to these investors. They would far prefer the first package (as far as I understand) that comes with a bigger shot at the moon, even though this greatly diminishes the overall return. Tons of companies are very close to being worth $2.5M, and not really more, and don't need much money. They're just not that interesting.

----------------------

II

Second:

A second way you can know that this isn't a case is that nobody would even look at an investment like (package 3, hypothetical)

Hypothetical:

  0.0001 probability of 75000x
  0.9999 unknown result
  ---------
This sums to at least 0.0001 * 75000 = 7.5x. But what does it mean?

Well, it means investing in something that will grow to 75,000 times its size with a 1/10,000 chance of doing so.

It means somehow onboarding 10,000 people - investing $200K into 10000 companies - that are all saying they will turn it into into let's say a $60B company.

Do you see anyone investing $200K at a $800K valuation into 10,000 nascent companies that are saying they will be $60B companies? And showing very, very little chance of doing so - 1/10,000?

Of course not. The amount of money required to invest in, say, 10,000 such companies is $2B. Taking $50K of it would cost $500M. Some VC's have this.

But do you see any VC's with massive, massive onboarding programs where they are pouring $50K into 10,000 companies, that each give you only 1/10 000th confidence that htye're actually the next Apple or Google?

No. It's just not being done. You can play with the numbers but they show that nobody is summing in this way.

They want a different distribution that they can believe in. They're fearing on missing out on something big. Not trying to play the numbers to make something absolutely extraorbital.

Re: Announcing the Safe, a Replacement for Convertible Notes

#94
post #77
post #73

Earlier quoted context omitted.

The notes have proliferated because they are quick and easy (no transaction costs, etc.) so it's the way many startups like to raise money. Priced rounds are fine too - they just tend to take more time and involve costs. YC and others have open-sourced streamlined equity financing documents, but so far, nothing has been as easy as raising on a convertible note.

clevy, I literally said in my comment I understand the advantages of notes . I don't need to be convinced. Notes are great. My question is different - to what extent investors find note financing acceptable/appealing? Is it only YC companies that get the privilege? Is it a Silicon Valley thing, not used much elsewhere (like Seattle)? Is it used everywhere, and I just happened to be unlucky with it?

I can tell you the majority of angel investors in Dallas I've talked to that do not have experience with west coast deals do not like convertible notes.

We closed a note with Dallas investors that DID have experience w/ west coast deals that featured a cap and a discount.

Re: Announcing the Safe, a Replacement for Convertible Notes

#95
post #86

Earlier quoted context omitted.

Well a debt/loan without a term, more like an uncallable zero coupon bond without a maturity date, rather it has a maturity 'condition'. As you have clearly pointed out, one of the bigger issues with convertibles is that they change over time in terms of their impact on the company. The SAFE fixes that by getting rid of the debt/loan aspect, and this would do the same but bake in a fixed redemption price. An example,…

So the Series A investors would essentially be cashing out the BOOST investors? I don't think any Series A investor would go for this. They want to see all the money go into company growth at that stage.

"So the Series A investors would essentially be cashing out the BOOST investors?"

Yes. But lets look at it from a couple of different perspectives before we conclude they won't like that.

First we'll assume that the Series A is much larger than the BOOST redemption cost, anywhere from about 10x to 20x. We make that assumption because it the BOOST aka "seed" round is much bigger than that the Series A looks more like a Series B than a Series A, which is to say the company valuation isn't really in a place where VCs would jump in ok?

Lets put some numbers down which makes talking about it easier.

Lets say the Series A really is 9X the BOOST so in a post money valuation with 60 percent for the company founders/employees we're looking at a cap table that is

                  versus
    60% employee          60% Employee
    36% VC                40% VC
     4% BOOST              0% BOOST
So in the left scenario everyone stays in, and in the right hand scenario the Series A investor has effectively "bought out" the BOOST investor. (the money flow is different but the effect is the same). Lets assume that value post money was $5M.

Company value increases 5x and the company is sold for $25M.

Series A guy in the left scenario gets their liquidation preference + 36% of the remains (with participation) whereas in the right scenario they get their liquidation preference + 40% of the remains (again with participation) in the second scenario.

If the company is going to do well (and they assume it will) they do better by not having the BOOST guys in the cap table then they do with them there taking a percentage. If the company does poorly they still lose their same investment they would have lost anyway.

Things are simpler for the BOOST guy too, instead of managing dozens of small share holdings in small companies they get a smaller but faster return. This creates a reliable source of seed money for the ideas, which creates a larger pool of potential Series A investments for VC companies.

Re: Announcing the Safe, a Replacement for Convertible Notes

#96
post #74

A few thoughts (apologies up front for the somewhat longish technical aspects of the discussion): 1. YC has once again managed to innovate in fascinating ways that help promote startups. And, it should be said, the legal work behind formulating this instrument called a "safe" is both sophisticated and commendable. It is at once simple and subtle and it covers a lot of nuanced legal technicalities that must have requi…

Sorry but tl;dr

No need to apologize, I'm sure he's not too concerned about what some random snot-nosed kid thinks when his post hits 100 karma points.

Re: Announcing the Safe, a Replacement for Convertible Notes

#97
post #89

Can someone give the short version? 1) What is the current problem with convertible notes? 2) How does this solve that?

Depending on whom you ask (Investors or Founders), Capped notes have a different set of negatives.

From the article, this new financial instrument is attempting to solve the problem that Convertible Debt has a set of restrictions: term limits and interest rates close to market rates. This causes lead to complications, when the note converts, or when the term expires.

This solves it by no longer issuing "debt", but instead the right to buy stock at an agreed price. This is similar to a Warrant, which is typically used for advisor compensation.

Re: Announcing the Safe, a Replacement for Convertible Notes

#98
post #59

Earlier quoted context omitted.

The one (only?) thing worse than debt in this case is an option that has CP's for exercise that aren't met. Then, you are truly fucked. I'm not trying to be pedantic, but its the nature of the topic at hand that to make any sense, some precision is required.

That's fair. But precision isn't really required, because it is a huge mistake to think that investors use precision. It's possible to think that they do, and that they make a choice based on adding up the dollar-value of alternatives, multiplying each by its probability, and summing the results. If that were the case then two things would be true (among many others): ---------------------------- I First: Debt that c…

But precision isn't really required, because it is a huge mistake to think that investors use precision.

You dismiss the notion of precision in the sense. Which is what we are talking about here. EG

But precision isn't really required, because it is a huge mistake to think that investors use .

The problem with the earlier discussion is that it confuses concepts (zero, non-zero returns) and actions (investments made, not made) etc.

The precision needed simply relates to the classes of actions taken (or not) as well as the classes of contracts negotiated (or not), in other words.

Re: Announcing the Safe, a Replacement for Convertible Notes

#99
post #98

Earlier quoted context omitted.

That's fair. But precision isn't really required, because it is a huge mistake to think that investors use precision. It's possible to think that they do, and that they make a choice based on adding up the dollar-value of alternatives, multiplying each by its probability, and summing the results. If that were the case then two things would be true (among many others): ---------------------------- I First: Debt that c…

But precision isn't really required, because it is a huge mistake to think that investors use precision. You dismiss the notion of precision in the sense. Which is what we are talking about here. EG But precision isn't really required, because it is a huge mistake to think that investors use . The problem with the earlier discussion is that it confuses concepts (zero, non-zero returns) and actions (investments made,…

But we were talking about a post that originally wrote: "but in the worst case with the convertible note, the investor gets their money back", i.e. that this would be their 'worst-case scenario'.

But far from it. It is extremely rare for debt to be repaid instead of converting, and even if it did, that would be a terrible outcome (and not in the way the OP meant.) Nobody wants their convertible debt to be repaid! (As debt).

They want the company to grow big, or die trying. Really.

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