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Convertible Note Interest Rates: Best Practices for Investors

Convertible bonds are a kind of security that may be converted into either a bond or equity. Convertible bonds can be exchanged by its holder for shares of the issuing company's common stock. However, you may be wondering what a convertible note interest rate really indicates. 

In this article, we'll go into the fundamentals of convertible note interest rates, investor preference for convertible note interest rates, and a few considerations for investors before their funding ventures.

Understanding Convertible Note Interest Rates

Interest, in the context of finance, refers to the cost incurred by the borrower as a result of the lender's provision of funds to satisfy the latter's needs.

After the maturity date, convertible notes allow debt to be changed into equity. Also, it is crucial to have a firm grasp of Convertible notes before understanding how the interest rates can benefit the investors.

Convertible Note Interest Rates

What is a Convertible Note?

Short-term debt that may be converted into equity is called a convertible note. Convertible notes are a kind of debt that any company may issue; however, startups often do so before their first round of investment, known as Series A. 

Convertible notes allow businesses to raise their first round of capital without having to provide value to investors or evidence of earnings to banks. Investors in a convertible note are offered preferred stock in exchange for their loan payments, rather than interest and principal. 

Important Terms in a Convertible Note

Before we delve into the mechanics of convertible notes, it's essential to understand some key terms and concepts:

Discount Rate: The discount rate (or conversion discount rate) determines the discounted price at which the convertible note holder can convert their debt into equity. 

For instance, if a convertible note has a 20% discount rate, and the company's shares are valued at $25 at conversion, the note holder can convert at $20 per share.

Valuation Cap: A valuation cap is the pre-agreed maximum valuation of the company at the time of conversion. This cap safeguards the convertible note holder from paying too much for their equity when the debt converts. 

For instance, if a convertible note has a valuation cap of $5 million, and the company's valuation at conversion is $10 million with a share price of $10, the note holder's discounted rate would be $5 per share.

Interest Rate: The interest rate represents the percentage of the convertible note's principal that accrues interest over time. Typically, this interest is paid out in shares when the note matures or converts into equity. 

For instance, with a 5% annual interest rate and a $100,000 principal, $5,000 in interest would accrue over one year and be added to the principal upon conversion.

Maturity Date: The maturity date is the specified date when the convertible note matures and is fully repaid to the investor. 

For example, if a convertible note has a maturity date of three years, it will be converted into equity and repaid to the investor after three years.

How do Convertible Notes Work?

Convertible notes are issued initially as a kind of short-term debt and may be converted into equity at a later date.  For instance, some holders of convertible notes may pay $0.50 per share upon conversion, while others may get $1. 

To illustrate how convertible notes function, consider an investor who puts $100,000 into a convertible note with the following terms:

  • Valuation Cap: $6 million

  • Discount Rate: 20%

  • Maturity Date: 5 years

  • Interest Rate: 6% annually

After five years, when the company is valued at $8 million with a share price of $20, the conversion process unfolds as follows:

Step 1: Calculate Interest

Calculate accrued interest by multiplying the interest rate by the number of years since the note was issued. In this case, 6% * 5 years equals a 30% increase in the principal, raising it from $100,000 to $130,000.

Step 2: Calculate the Conversion Rate

Determine the conversion rate, which involves evaluating the discount rate and the valuation cap rate. Choose the lower of the two. In this case, the valuation cap rate (75%) is lower, resulting in a 75% discount on share prices.

Step 3: Convert the Note To Equity

Using the conversion rate, convert the note into equity by multiplying the company's $20 share price by the 75% discount to yield a $15 discounted share price. Divide the $130,000 principal by the $15 discounted share price to obtain 8,667 shares as the investor's equity conversion. This significantly surpasses the number of shares the investor would have received without using a convertible note.

Conversion Ratio for Convertible Bonds

The number of shares that may be obtained by exchanging one bond for another is set by the conversion ratio, often known as the conversion premium. This, along with other stipulations, is laid down in the indenture and might take the form of a ratio or the conversion price.


Convertible Notes

Type of Instrument

Debt instrument

Conversion Mechanism

Converts into preferred shares or repaid as debt

Conversion Trigger

Future equity financing or maturity of the note

Equity Conversion Price

Based on the valuation of the upcoming round

Valuation Cap

Yes, sets a maximum valuation for conversion

Discount Rate

The discount is applied to future equity prices.

Repayment Option

Repayment of principal plus interest at maturity

Investor Protection

Shares acquired at a discount

Timing of Conversion

Upon specified events or maturity of the note

Participation in Future Financing Rounds

Potential participation rights

For Instance, a 45:1 conversion ratio would allow the exchange of 45 shares for every $1,000 face-value bond. Or, it might be set at a 50% price tag, indicating that the investor would have to cover the market price of common stock around the time of issue plus 50% in order to make the conversion.

The value of convertible bonds rises and falls with the value of the underlying stock. The one and only exception is when there is a significant drop in the share price. 

Pros and Cons of Convertible Notes

In general, convertible notes are seen as a cross between debt and equity. They help the firm out in exchange for financial backing. However, they are not without their dangers. Some of the main advantages and disadvantages of utilizing convertible notes are listed below:


  • Funding rounds that don't call for a company valuation may be completed more quickly, with less expense, and with less difficulty negotiating with investors.

  • Great for new businesses with no previous financial records.

  • The risk of dilution for the founding stockholders may be mitigated.

  • There is no need to worry about investors "controlling" the company's actions in the early stages.

  • A kind of equity that acts like debt until certain milestones are met (such as a fundraising round) and hence is safer for investors to hold than traditional stock.

  • Investors' payments are put on hold until the firm has reached maturity.

  • Massive returns for backers of fast-growing firms.


  • If noteholders become shareholders, the founding team will gradually cede control of the company.

  • Investors have to take into account rates of interest, discount rates, values, and maturity dates, which makes calculating the return more complicated than with a regular loan or investment.

  • There is a risk that the business will not have enough money for repaying the note by its maturity date if it does not acquire further equity funding.

  • This method is often used for high-risk early-stage enterprises.

Convertible Note Interest Rates: A Brief Overview

Interest on a convertible note makes it a debt instrument under the law. If a lender proposes a higher convertible note interest rate, the opposing party might counter by requesting a lower ceiling or discount.

In the context of convertible note financing, the interest rate serves to guarantee a minimum return to investors. This ensures that investors will get their money back plus a minimum return rate at maturity even if the company is unable to obtain further funding and the notes instantly convert into equity.

Table summarizing the recent growth in convertible bond issuance:

Aspect of Growth


Issuance Volume

Significant increase in issuance volume compared to the previous year. For instance, a few weeks ago, there was $5 billion of issuance in one week, which was approximately one-fifth of the market size in the previous year.

Reasons for Growth

Refinancing of existing debt as companies became more comfortable with the new rate environment. - Management of interest-rate exposure by investment-grade utilities and other companies. - Extension of maturity profiles by traditional convertible issuers in the tech sector.

Investor Perspective

Investors have welcomed the increased issuance. Pricing dynamics have improved, and the stability of the equity market, along with higher coupon rates, has made convertibles more attractive to investors.

Diversification of Issuers

Convertible bond issuance has expanded to include issuers from various sectors, including utilities, industrial companies, new energy, energy-transition companies, REITs, crossover-tech issuers, and semiconductor companies.

Outlook for 2023 and Beyond

The convertible market is expected to remain resilient, with increased activity levels anticipated in 2024 and 2025. Refinancing of existing convertibles and the need for issuers of straight debt to refinance at higher interest rates are expected to drive growth. Additionally, new companies that went public recently could become targets for convertible financing.

The convertible note interest rate must be at least as high as the federal rate. This might be seen as evidence of an initial issue discount on the note. Specifically, it's 1272(a) of the Internal Revenue Code.

  • The highest allowable rate of interest per year is capped by anti-usury statutes.

  • The convertible note interest rate differential between the coastal and overseas locations is less. The national average tends to be higher near the center.

  • Convertible note interest rate continues to build up until the earlier of the note's conversion to equity or payment in full.

  • Rather than being paid out as cash, a convertible note interest rate is usually converted into preferred shares upon equity conversion.

Key Factors to Consider in Convertible Note Interest Rate

Investors should be mindful of the potential downsides of convertible note financing, since its use at a later stage may be seen as an indication that the firm is struggling to get finance at a time when conventional values are more likely to be achieved. 

Here are a few considerations to keep in mind.

  • How much of a stake are you willing to give up?- The original shareholders (and potential future investors) may be diluted more than planned if the value in the priced investment round is much lower than the valuation limit in the convertible note. 

  • Do Convertible note interest rates threaten to deplete your resources?-  If interest payments are made, the cost of making such payments might put a burden on cash flow and divert resources that could be used toward expanding the business.

  • What does a lengthy cap table say about the business?-  A confusing cap table might be the consequence of an excessive number of convertible notes, especially if they have varying terms. This can put off potential investors.

Navigate Convertible Notes with Experts

Convertibles, at their most fundamental, provide a safety net to investors who are uncertain about the development of a firm but would still want to share in its success. However, investors who choose to purchase convertibles do so at the cost of a reduction in their prospective return.

You may quickly and inexpensively construct convertible notes using expert assistance and distribute them to investors. In addition to managing your company's shares, there are many tools to issue and manage convertible loans and securities. 

To understand how convertible note interest rates work and how to effectively issue and manage shares, schedule a consultation call or free demo with experts, you can research the top players in the market and choose one that fits your needs!

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