A brief note on CN, CCD and CCPS (2024)

A brief note on CN, CCD and CCPS (1)

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Monica Gupta A brief note on CN, CCD and CCPS (2)

Monica Gupta

LinkedIn Top Small Business Voice | Angel Investor | Co-founder at Earlyseed Ventures | BCI member | Corporate Connections | Rotary

Published Feb 9, 2023

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Quite often, in between rounds of equity fundingwhen funds are required, startup’s go in for bridge rounds.So, what are these and which instruments are usually used? These are usually compulsorily convertible instruments( viz convertible to equity at a later date) and can be in three main forms :

  1. CN
  2. CCD
  3. CCPS

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  1. A Convertible Note (CN) is a type of debt financing where the investor loans money to a company in exchange for the right to convert the loan into equity at a later date.
  2. Whereas a Compulsorily Convertible Debentures (CCD) is a provision of a corporate charter, and allows a preferred stock holder to convert their preferred shares to set number of common shares at a later date, they are a form of debt, that has a specified interest rate.
  3. Like CCD, Compulsorily Convertible Preference Shares (CCPS) is also a form of preferred stock, that can be convertedto a set number of equity shares at a later date, the conversion rate, valuation, date and all conditions will be agreed upon before hand between the start-up and the investor in the offering documents.

Here’s an example of how these can be used in the real world:

Imagine a scenario where your friends are looking to raise some money for a lemonade kiosk, has formed an entity around it and come to you for investment.She asks you to buy some CCPS, that you can later exchange for equity at a predetermined price. This CCPS has extra perks, like interest getting paid back first if the business makes profit , but you have to exchange it for equity at a specific time. For example, 1 CCPS is equal to 10 equity shares after 18 months.

However, in the case of a convertible note, Your friend is asking you to lend them some money, with the agreement that later on, you can choose to either get your money back with interest orconvert it into equity at a discounted price.

Now coming to some of differences and similarities between these instruments:

  1. In terms of voting rights, both CCD and CCPS do not have voting rights in the company because they are not part of the share capital until converted to equity.
  2. The interest paid on CCD’s are tax-deductible for the company, comparably dividends paid for CCPS are not tax-deductible.
  3. CCD’s are considered more risky than preference shares, as they carry the risk of payment default.

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Nikhil Gaikwad

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A brief note on CN, CCD and CCPS (2024)

FAQs

What is CCD and CCPs? ›

CCPS is a type of preference share, whereas CCDS is a type of debenture. Convertibility: The second difference between CCPS and CCDS is the convertibility. CCPS is convertible, which means that it can be converted into equity shares after a specific period.

What is the concept of CCPS? ›

Compulsorily Convertible Preference Shares (“CCPS”) is a form of hybrid financial instruments, which are initially preference shares that, under the provisions of a mutually agreed-upon time period, convert into equity shares of the company. CCPS gives the holders precedence over equity shareholders in two ways.

What is the difference between a convertible note and a ccps? ›

What are the key differences between convertible notes and CCPS? Convertible notes are debt instruments that pay interest and can be converted into equity shares, while CCPS are preference shares that pay dividends and must be converted into equity shares at a predetermined conversion ratio.

What is a CCD agreement? ›

A compulsory convertible debenture (CCD) is a type of bond which must be converted into stock by a specified date. It is classified as a hybrid security, as it is neither purely a bond nor purely a stock.

What defines CCD? ›

A charge-coupled device (CCD) is a light-sensitive integrated circuit that captures images by converting photons to electrons. A CCD sensor breaks the image elements into pixels. Each pixel is converted into an electrical charge whose intensity is related to the intensity of light captured by that pixel.

What does CCPS stand for in law? ›

Meaning: Compulsory Convertible Preference Shares (CCPS) in India are a type of hybrid security that combines features of both debt and equity. It is the most favorable means for investors and most commonly used in the early stage of any start-up.

What does CCPS stand for in business? ›

Central counterparty clearing houses (CCPs) perform two primary functions as the intermediary in a transaction: clearing and settlement. As counterparties to the buyers and the sellers, CCPs guarantee the terms of a trade—even if one party defaults on the agreement.

What is the issue of CCPS? ›

6. Regulatory Framework for issue of CCPS: The issue of CCPS securities is a strategic decision of the company and plays a very vital role while controlling the equity stake of the founders of the Company. Slight irregularity can impact substantially on the holding structure of founders as well as Investors.

What type of share is CCPS? ›

What is CCPS, a commonly used startup term? CCPS, or Compulsorily Convertible Preference Shares, are a key element of startup financing. These shares carry certain terms—if an early investor has CCPS, he can have more rights than other investors who come in later at a higher valuation.

What is the difference between CCD and convertible notes? ›

If issuing to foreign investors then Convertible notes should be preferred. If issuing to domestic investors then CCD is the only option. The convertible notes are convertible in equity at the option of buyer. These are compulsorily convertible in Equity Shares.

Why would you do a convertible note? ›

A convertible note is a debt instrument often used by angel or seed investors looking to fund an early-stage startup that has not been valued explicitly. After more information becomes available to establish a reasonable value for the company, convertible note investors can convert the note into equity.

Do investors prefer safe or convertible note? ›

In general, SAFE agreements are considered more founder-friendly because they provide more flexibility and don't carry interest. Convertible notes tend to be more investor-friendly because the maturity date imposes more restrictions on founders.

What is CCPS and CCD? ›

Like CCD, Compulsorily Convertible Preference Shares (CCPS) is also a form of preferred stock, that can be converted to a set number of equity shares at a later date, the conversion rate, valuation, date and all conditions will be agreed upon before hand between the start-up and the investor in the offering documents.

Is a CCD debt or equity? ›

This initial divergence surfaced from the framework of guidelines under the Foreign Exchange Management Act, 1999 (FEMA), which deemed CCDs as equity. However, in the realm of tax jurisprudence, CCDs have been treated as debt until the point of conversion.

Can CCD be repaid? ›

Applying this test, the Supreme Court observed that CCDs must be converted into equity shares upon maturity and therefore, the possibility of repayment of the principal amount does not arise. Consequently, the Supreme Court held that CCDs would be treated as equity and not debt.

What does CCPS stand for in finance? ›

Central counterparty clearing houses (CCPs) play an important role in efficiently reallocating counterparty credit risks and liquidity risks in financial markets.

What is a CCD in the capital market? ›

CCDs, as the name suggests, are debt instruments which are to be compulsorily converted into equity after a certain period. That is, CCDs are hybrid instruments, being debt at the time of issue along with a certainty to get converted into equity.

What is CCD and OCD? ›

Debentures are debt instruments. However, varieties of debentures also have some equity features. Broadly, the popular debenture instruments used by FPIs are of three kinds: Non-convertible debentures (NCD), Compulsorily Convertible Debentures (CCDs), and Optionally Convertible Debentures (OCD).

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