IMPACT-LINKED CONVERTIBLE NOTE

While largely in line with Impact-Linked Loans, the main distinguishing feature of Impact-Linked Convertible Loans is that upon reaching of a pre-determined event (e.g. qualified equity round) the loan is (partially or fully) converted into equity. Terms of the loan are similarly tied to borrower’s achievement of pre-defined social outcomes, with the same concept of “better terms for better impact” applying. As such, the discount rate for instance, depends on borrower’s impact performance up until the triggering event. The higher the impact achieved by the impact enterprise, the lower the discount. Same can hold for the interest rate due upon conversion. In specific scenarios and contexts, achieving very high social outcomes can possibly even translate into negative interest rate, i.e. debt forgiveness. Overall, providers of ImpactLinked (Convertible) Loans are primarily motivated by impact (catalytic funders/ impact-first investors), as they are expected to take lower returns due to the more favourable terms for the enterprise. However, there is the option for public or philanthropic funders to provide investors with a compensation to make up for their lower return (blended finance).

Purpose/Fit

High-impact enterprises gain access to convertible loans with (highly) favourable terms, and are incentivised to maximise their impact.

Can replace

Traditional loans, Impact-Linked Loans, Convertible Loans and (other) blended finance instruments

Risk/Return Profile

n/a

Enterprise Lifecyle

Seed stage

Maturity

Various (but needs time to create positive outcomes)

Defining Criteria

Convertibility:
A pre-defined triggering event (e.g. an equity funding round) leads to full or partial conversion of the loan into equity.
Discount rate:
It allows the investor to convert to equity at a discount price during a later round of financing. The discount factor is calculated as follows: [100 – discount rate]%.
Link to Impact:
Discount and/or interest rates are linked to direct and measurable impact performance and follow the concept of "better terms for better impact". This creates strong incentives for impact enterprises to outperform on positive impact.
Impact verification:
Independent verification of the achievement of predefined outcomes

Interesting Variants and Options

  • Convertible structure spurs interest among a wider array of impact investors.

 

  • High-impact enterprises have access to concessional loans with impact trigger and quick funding possibilities.

 

  • Some of the (re)payment burden is lifted according to the impact created.

 

  • Impact enterprises are incentivised to outperform on their impact.

 

  • More favourable loan terms can unlock more resources, i.e. leverage private sector capital.

Source: Innovative Financing Toolkit, BRIDDHI, 2020

Other instruments that may be useful to you

REIMBURSABLE AND CONVERTIBLE SIINC

IMPACT-LINKED LOAN

IRMF (IMPACT-READY MATCHING FUND)

SIINC (SOCIAL IMPACT INCENTIVES)