The Convertible Note Purchase Agreement is commonly used in New Zealand's startup and growth company ecosystem as a bridge financing instrument. It provides a mechanism for companies to secure immediate funding while deferring the complex task of equity valuation to a later date. This document is particularly useful for early-stage companies raising capital between formal equity rounds or when a quick closing is desired. The agreement must comply with New Zealand securities laws, particularly the Financial Markets Conduct Act 2013, and includes essential terms such as conversion mechanics, valuation caps, discounts, interest rates, and maturity dates. It serves as a comprehensive framework for protecting both the company's and investors' interests while providing flexibility for future equity conversion events.
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1. Parties: Identifies the company issuing the notes, the purchaser(s), and any other relevant parties
2. Background: Sets out the context of the agreement, including the company's intention to issue convertible notes and the purchaser's intention to invest
3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation rules
4. Note Purchase and Issuance: Details the purchase price, number of notes, and conditions for issuance
5. Closing Conditions: Specifies conditions that must be met before the investment is completed
6. Conversion Rights: Describes when and how notes can be converted into equity, including conversion price and mechanisms
7. Interest: Specifies interest rate, calculation method, and payment terms
8. Maturity and Repayment: Sets out the maturity date and repayment terms if notes are not converted
9. Company Representations and Warranties: Company's statements about its legal status, authority, and business condition
10. Purchaser Representations and Warranties: Purchaser's statements about their investment capacity and eligibility
11. Information Rights: Outlines what company information noteholders are entitled to receive
12. Events of Default: Defines circumstances constituting default and consequences
13. General Provisions: Standard legal provisions including notices, amendments, governing law, etc.
1. Security: Include when notes are secured against company assets
2. Pre-emptive Rights: Include when noteholders get rights to participate in future funding rounds
3. Tag-Along Rights: Include when noteholders get right to participate in sale of company shares
4. Board Observer Rights: Include when noteholders get right to appoint board observer
5. Most Favored Nation: Include when offering protection against better terms in future note issuances
6. Confidentiality: Include when specific confidentiality provisions are needed beyond general terms
7. Transfer Restrictions: Include when placing specific limitations on transfer of notes
8. Subordination: Include when notes need to be subordinated to other debt
1. Form of Note: Template of the actual convertible note certificate
2. Capitalization Table: Current capital structure of the company
3. Disclosure Schedule: Exceptions to company representations and warranties
4. Conversion Mechanics: Detailed procedures and calculations for conversion
5. Required Approvals: List of required corporate and regulatory approvals
6. Subscription Form: Form for purchasers to complete when subscribing for notes
7. Shareholder Resolutions: Required shareholder resolutions authorizing note issuance
8. Term Sheet: Summary of key commercial terms agreed between parties
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