When investing in convertible notes with performing small businesses and private software companies, there are several benefits that real estate lenders and investors can enjoy, depending on the structure of the investment:

Principal and Interest Return:

In the first scenario, where an investor utilizes a convertible note to have the principal and interest returned at a predetermined date before the note matures and converts to equity, the benefit is a predictable return of investment.

This provides lenders and investors with more certainty regarding when they will receive their principal investment and interest, allowing for better cash flow planning.

Earned Interest and Equity:

In the alternative scenario, where the investor utilizes the convertible note to earn interest for a predetermined number of years, with the note then rolling over into equity at a discounted rate, the benefit is twofold.

First, the investor earns interest income during the note’s term, providing a stable return.

Second, upon conversion, the investor can acquire equity or stock at a discounted rate, potentially allowing for capital appreciation and a further upside in their investment.

Convertible Notes as Non-Securities:

Convertible notes are not considered securities unless they mature. This means that lenders and investors can enjoy the benefits of investing in convertible notes without the same regulatory requirements and associated costs that come with investing in securities.

However, it’s important to note that securities laws and regulations may still apply if the company issuing the convertible note engages in certain activities or exceeds certain thresholds.

Security through Ownership:

In the event that the convertible note matures, the investor’s investment is secured by taking ownership in the company issuing the note.

This provides a level of security as the investor becomes a shareholder and can benefit from any future growth and profitability of the business. In the case of non-performing convertible notes, this ownership provides additional opportunities for the investor to influence the company’s operations and potentially turn it around.

It is essential for real estate lenders and investors to conduct thorough due diligence on the small businesses and private software companies they are considering investing in through convertible notes, or align themselves with a professional or 3rd-party company which performs diligence on said companies.

Analyzing the company’s proprietary technology, financials, market position, growth prospects, management team, and any potential risks are all crucial steps in making informed investment decisions. Seeking advice from professionals like attorneys, financial advisors, or seasoned software and small business investors who specialize in convertible notes can also provide valuable guidance throughout the investment process.

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