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The second vignette in this article has Suster suggesting that convertible notes carry liquidation preferences and anti-dilution. Does he mean that some subtle property of convertible notes create those terms in practice, or does he literally mean that if you read the note paperwork you'll find a 2x liquidation preference and a full ratchet?


liquidation pref: a subtle property of conversion (if you buy preferred only at the cap price instead of effective price you are effectively getting >1x your preference by ending up with more shares.)

anti-dilution: only if negotiated


My current impression is that the "full ratchet" he's referring to is conceptually just the deferred valuation itself.


Check out the 'more details on Convertible Notes' link for the answer to your question.


Thanks, you're right, that's a really useful link.

(http://www.bothsidesofthetable.com/2012/09/05/the-truth-abou...)




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