The second class of convertible bonds may be designated as a class or series of convertible bonds issued pursuant to a central securities purchase agreement. This is sometimes referred to as a “credit facility.” This type of fundraising is commonly used when a single person or institution is the lead or sole negotiator to determine the conditions surrounding a fundraising cycle through the issuance of convertible bonds. This method of fundraising defines all the conditions of the class or series of convertible bonds in the same issue in the ticket purchase contract and all bondholders execute a centralized ticket purchase contract (by analogy with a share purchase contract). In return, the company issues each bondholder a convertible loan that serves only as proof of the principal amount owed, and the convertible bond refers to the bond purchase agreement to determine all other conditions related to the convertible loan. A fictitious purchase agreement is used every time a company issues convertible bonds on convertible securities. Compared to equity transactions, there are fewer business documents used in convertible debt transactions. For clarity, we divided them into “commonly used” and “used occasionally.” Readers should also keep in mind that this article speaks in generalities where concepts are usually covered – each agreement is different and a particular problem can be addressed in a different document in your deal. In general, there are notes that can be converted into two variants. The first can be described as “stand-alone” convertible notes that record all the distinctive terms of convertible bonds in the body of the convertible note. In a self-contained convertible bond, debt is the transaction document and, at the same time, proof of the debt. Any self-contained convertible loan is negotiated with the person who holds the debt instrument (usually as a “holder,” “debtor,” “bondholder” or “buyer”) and offers the startup (“issuer”) great flexibility in negotiating the terms of the board with each bondholder in a convertible fund-raising cycle. For the purposes of defining a “tour” of fundraising, individual notes may continue to be issued in a common series that refers to terms similar to convertible notes or notes issued within a limited time frame.
In the next article in this series, we will examine the first category of terms usually traded in a convertible bond. Overall, the choice of one or the other method of issuing convertible bonds is the choice of a trader. However, if you are an issuer who is lucky enough to have a lawyer to help you shake the proverbial tree of capital, you may find it advantageous to negotiate terms with your principal investor and simply allow others who participate in the round to follow these conditions in a note purchase contract. However, if you are investing with different people, companies or groups who have different reasons to invest in your start-up, it may be advisable to use independent notes, as you can offer each investor different conditions to meet the strategic needs and/or wishes of each investor.