Made available by Y Combinator in 2013, the SAFE investment instrument was intended to improve on the highly popular convertible note used by startups during the seed stage or as a short-term bridge between equity funding rounds. SAFE stands for “simple agreement for future equity” and it is still most popular in California. However, over the years since it’s release it is showing up in other parts of the country.
The purpose of this article is to review the elements that make up a SAFE investment, compare them to a convertible note and generally help both entrepreneurs and investors decide which is more appropriate for their situation.
For those not already highly familiar with convertible notes, see my article title “Convertible Note Basics” for a primer.
Before jumping into the review and comparison, I’ll say that I won’t disqualify an investment opportunity that uses a SAFE and I wouldn’t push hard on a startup I advise to switch from SAFE to convertible note. Both are viable investment instruments for seed stage investing, each with their own pros and cons. However, I will say that, with my investor hat on, I still prefer convertible notes for reasons that should become more clear after reading this article.
I’m not quite sure I like the name because all seed stage investing is highly risky but hopefully accredited investors already know that. Coming up with an acronym for SIMPLE might have been more appropriate but I’m at least happy to see another viable seed stage investment instrument in the market.
SAFE is a short, 5-page investment document that is intended to be simple to understand and convenient to administer. It’s not a debt instrument but rather investments via SAFE show up on the company’s capitalization table (cap table) like other convertible securities (ie – warrants, options). SAFE provides investors the opportunity to convert their investment to equity at a point in the future when a Preferred round equity funding is raised.
SAFE has many similar features to the well-established convertible notes, such as provisions for early exit (change of control), economic benefits such as the Discount and protection features such as the Valuation Caps. But one thing SAFE doesn’t have is a maturity date (remember, it’s not a debt instrument), so there is a possibility that it never converts to equity and there’s nothing in the terms that call for the investment to be repaid to the investor.
The following table compares the basic features of SAFE to a “typical” convertible note.
Comparing SAFE to a Convertible Note
Now let’s step through the various terms and features one at a time to understand how startups versus investors might evaluate the difference between SAFE and a “typical” convertible note.
Both instruments are considered convertible securities and the intention of both parties (startup and investor) is for the investmet to later convert to a Preferred class of equity
Both instruments allow for a discount to be applied to the future valuation that is associated with the equity round of funding that causes the SAFE/note to convert. This is one of the key economic benefits to investors.
Note that SAFE templates are available both with and without a discount. I can’t think of a scenario that would justify removing the discount feature but, nonetheless, it’s one of YC’s published options.
Both instruments offer the investor the better of the discounted valuation (using the stated discount) or a pre-negotiated valuation cap, whichever is more favorable at the time of conversion. (See my related articles titled “Justifying the Cap Amount in Your Convertible Note” and “Negotiating Valuation“)
Note that SAFE templates are available both with and without a valuation cap. No big surprise here because there are times when startups remove the valuation cap feature from a convertible note – usually the most exciting startups that have a lot of interest from investors.
Early Exit Payback
Both offer payout mechanisms to investors if a change of control event (ie – acquisition) happens before a natural conversion to equity.
Note that the SAFE documents are written to give the investor a choice of a 1X payout or conversion to equity using the valuation cap amount to determine equity % and then they can participate in the acquisition along with other equity holders. For some reason, most convertible note templates offer a straight 2X payout option and some also offer the equity conversion option if there’s a change of control.
Often times, startups incorporate as a limited liability company (LLC) rather than as a C-corporation. I won’t entertain that debate in this article but since a convertible note is a debt instrument, it is usually fine for an LLC to use. However, SAFE appears to require C-corp status since the value of the SAFE investment is reflected on the capitalization table like warrants or stock options. I’m guessing this could affect 40% or more of startups.
Having said this, you will notice in the Comments section below this article that some people have suggested a SAFE can, in fact, be used by an LLC. If this is important to you, check with your accountant and attorney.
Both instruments call for a conversion to equity when a future Preferred equity round of financing is closed. However, convertible notes stipulate a minimum amount of money to be raised in the future equity round before being considered a “qualifying transaction” that triggers conversion. SAFE investments, on the other hand, convert with any amount raised in a Preferred equity round.
Investors will enjoy the SAFE’s removal of the qualifying transaction term because it is something that otherwise could possibly get in the way of converting their investment to equity.
Term (Maturity Date)
Convertible notes have them but SAFEs don’t and that’s because a SAFE is not considered a debt instrument.
Investors will not enjoy this aspect of the SAFE because it’s the term (maturity date) feature in convertible notes that forces at least some conversation if there’s no natural conversion to equity over time. Reaching the maturity date on a convertible note also often triggers rights to equity conversion (using a formula that involves the valuation cap). A startup that uses a SAFE and then evolves into a profitable lifestyle business without ever having to sell Preferred equity could leave their investors in limbo forever.
Convertible notes have them since they are debt instruments but SAFEs don’t.
Seed stage investors rarely negotiate the proposed interest rate on convertible notes. But if you tried to set it extremely low (ie – 1%), they would almost certainly push back because they know from history that 6-8% accrued interest over 18+ months actually adds a meaningful amount to the equity conversion formula.
How to Choose?
In California and other mature startup markets, both instruments are probably familiar to most investors. However, if you are trying to raise money in a city where SAFEs are not understood or used often, you don’t want to be the evangelist. Go with the “low friction” approach by using the instrument that’s most commonly used and best understood by seed-stage investors.
From the Startup’s Perspective
- SAFE Advantages: The lack of a Term (maturity date) gives lots of flexibility. The lack of an Interest Rate saves you a little equity dilution in the future when the SAFE converts.
- SAFE Disadvantages: You will need to be incorporated as a C-corp.
- C-Note Advantages: LLC’s can use it.
- C-Note Disadvantages: If you reach the Maturity Date, you’ll either need to request an extension from your investors or somehow close out the Note (payout of principal + interest or convert to equity anyway). The interest that accrues until an equity conversion means slightly more dilution for you and other shareholders.
From the Investor’s Perspective
- SAFE Advantages: The option to convert to equity if the startup gets acquired (change of control) before a natural conversion (although some C-notes also have this feature). No Qualifying Transaction hurdle to get in the way of an equity conversion.
- SAFE Disadvantages: No Term (maturity date) means no forcing function based on time elapsed. No interest accrual.
- C-Note Advantages: Has a stated Term (maturity) date that helps force some discussion/action in the future. Offers interest accrual to enhance the potential investment returns. Most offer a 2X return of principal if there’s an early acquisition.
- C-Note Disadvantages: If the Qualifying Transaction term is set too high, the startup could raise a smaller equity round of financing and the Note doesn’t automatically convert to equity.
There are a couple of other miscellaneous points worth mentioning about SAFE:
- Like with any fundraising negotiation, the definition of a “good deal” is represented by a mix of BOTH price (valuation cap) and terms. For more on this, see my related article titled “Tell Me Your Price and I’ll Tell You My Terms“.
- If the startup does well and never needs to raise money via the sale of Preferred shares, they could start issuing dividend payments to Common shareholders and SAFE investors wouldn’t be entitled to participate in those payments.
- Following a conversion to equity, certain rights granted to SAFE investors are based on their original investment amount. This solves what’s sometimes referred to as the “liquidation preference overhang” exposure with most convertible notes. SAFE solves this via a separate series of future preferred stock, commonly called “shadow” or “sub-series” preferred. This certainly seems fair and isn’t something most convertible notes take into account. But it also complicates things with different classes of preferred shares at such an early stage of the company’s lifecycle and seems like it would drive up the legal costs for the future equity round.
The Wilson Sonsini lawyer that created the SAFE instrument, Carolynn Levy, was interviewed roughly a year after the SAFE was introduced to assess the feedback from both startups and investors. You can read the interview here.
If you haven’t yet determined the exact amount of money to raise, check out this article appropriately titled “How Much Should You Raise?“.