Convertible Debenture Agreement for the United States

Convertible Debenture Agreement Template for United States

A Convertible Debenture Agreement is a legally binding document governed by U.S. federal and state securities laws that establishes the terms of a debt instrument which can be converted into equity under specified conditions. It details the principal amount, interest rate, maturity date, conversion terms, and rights and obligations of both the issuer and holder, while ensuring compliance with applicable securities regulations and corporate laws.

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What is a Convertible Debenture Agreement?

The Convertible Debenture Agreement serves as a sophisticated financing instrument commonly used in the United States when companies seek to raise capital while offering investors the flexibility to convert their debt investment into equity. This document type is particularly relevant for growth-stage companies that may not want to establish a firm valuation immediately but want to incentivize investors with potential equity participation. The agreement must comply with both federal securities laws and state-specific regulations, making it essential to include proper registration exemptions, disclosure requirements, and conversion mechanisms.

What sections should be included in a Convertible Debenture Agreement?

1. Parties: Identification of issuer and debenture holder(s)

2. Background: Context of the debenture issuance and purpose

3. Definitions: Key terms used throughout the agreement

4. Principal Terms of Debenture: Amount, interest rate, maturity date, and payment terms

5. Conversion Rights: Terms and conditions for converting debenture to equity

6. Events of Default: Circumstances constituting default and remedies

7. Representations and Warranties: Statements of fact by issuer and holder

What sections are optional to include in a Convertible Debenture Agreement?

1. Security Provisions: Terms and conditions when the debenture is secured by specific assets

2. Registration Rights: Provisions governing the right to register converted shares for public trading

3. Board Observer Rights: Terms allowing debenture holder to attend and observe board meetings

What schedules should be included in a Convertible Debenture Agreement?

1. Form of Conversion Notice: Standard form template for exercising conversion rights

2. Capitalization Table: Current ownership structure showing all classes of securities

3. Security Agreement: Detailed terms of security arrangements if debenture is secured

4. Certificate of Designation: Terms and conditions of preferred stock if converting to preferred shares

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

United States

Publisher

Genie AI

Document Type

Security Agreement

Cost

Free to use
Clauses
Industries

Securities Act of 1933: Federal law requiring registration of securities offerings and providing exemptions (particularly Sections 4(a)(2) and Regulation D) relevant for convertible debentures

Securities Exchange Act of 1934: Federal law governing secondary market trading and ongoing reporting requirements for securities

Rule 144: SEC rule providing safe harbor for private resales of securities, particularly important for transfer restrictions on convertible debentures

Blue Sky Laws: State-specific securities laws governing registration, exemptions, and disclosure requirements for securities offerings within each state

State Corporate Laws: State-specific laws (such as Delaware General Corporation Law) governing corporate authorization and issuance of securities

Investment Company Act of 1940: Federal law regulating investment companies and their activities, including potential exemptions for convertible debenture issuers

Internal Revenue Code: Federal tax laws governing debt-to-equity conversions, Original Issue Discount (OID) rules, and related tax implications

Uniform Commercial Code: State-adopted uniform laws, particularly Articles 8 (Investment Securities) and 9 (Secured Transactions)

Bankruptcy Code: Federal law governing bankruptcy proceedings, particularly regarding subordination provisions and creditor rights

ERISA: Employee Retirement Income Security Act considerations if convertible debentures are part of employee compensation

IRC Section 409A: Internal Revenue Code section governing deferred compensation arrangements, potentially applicable to certain convertible debenture structures

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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