The generative path of this workflow is currently supported only for companies incorporated in the state of Delaware. Companies incorporated in a state other than Delaware can record previously executed activity using the upload path of this workflow.
Introduction
This article outlines the steps to complete an additional closing for a convertible note. This workflow can only be run if there are active convertible note purchase agreements (NPAs) that allow for additional closings. This workflow has two paths: a generative path, which will create the necessary documents and record the additional purchasers, and an upload path, which allows you to upload the convertible note document(s) and any applicable board or stockholder approvals.
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Create additional convertible note closing
Follow these steps to generate a new note closing. Note that this workflow will only work for any outstanding convertible notes that were originally created in Fidelity Private Shares and allow for additional closings. For notes that were created outside of Fidelity Private Shares, follow the steps for the upload path below.
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From the Company Workspace, navigate to Start new workflow > Financing > Additional convertible note closing.
- Select Create additional convertible note closing and click Continue.
- Select the NPA associated with the additional closing and click Continue.
- Click Add Investor.
- Enter the name of the investor; you can select an existing user or create a new user and invite them later in the workflow. Specify the loan amount, or check to allow the investor to specify. Click Save.
- To add additional investors, click Add Investor again and repeat the previous step. Otherwise, click Continue.
- Review the fields in the disclosure schedule and make any changes or additions as necessary. The information is pulled from the most recent disclosure schedule used in the initial closing of the selected note. Click Continue.
- Review the wire information and make any changes as necessary, and click Continue.
- Select to reuse the evidence of good standing on file, if applicable, or to upload a new document.
- Review and edit the subject and body of the email sent to the new investors and click Continue.
- If the NPA requires board and/or stockholder approval for additional closings, select the method for gathering approval and click Continue.
- At the Checkpoint, review the generated documents. You can edit documents or go back in the workflow to make any necessary changes. You can also select to send the workflow for legal review, or to share the documents with another party. When ready, click Continue.
- The workflow will request and gather necessary company signatures and approvals. Once all approvals and signatures have been obtained, the workflow will continue.
- An email will be sent to the new investors to review and sign the convertible note. The workflow will continue when all signatures have been obtained.
- Finalize the closing date for the additional closing. After clicking Continue, the documents will be finalized and distributed to the new holders. The selected closing date is the effective date on the generated documents and cannot be changed.
Document existing additional convertible note closing
Follow these steps to record an additional note closing that has happened outside of Fidelity Private Shares. Note that this workflow only works for outstanding NPAs that allow for additional closings. You will be prompted to upload the convertible note document and any related consents and approvals.
For notes that were created inside Fidelity Private Shares, follow the steps for the generative path above.
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From the Company Workspace, navigate to Start new workflow > Financing > Additional convertible note closing.
- Select Document existing additional convertible note closing and click Continue.
- Select the NPA associated with the additional closing and click Continue.
- Click Add Investor.
- Enter the details of the note.
- Enter the investor name, loan amount, closing date, and note number.
- Click Document Options for the Note document, Joinder, Proof of payment, and Board approval. You can select to upload the document from your computer, select an existing document from the Data Room, defer uploading the document to a later time, or to waive the document if it is not applicable.
- Click Document Options for the Note document, Joinder, Proof of Payment, and Board approval fields. For each field, you can upload a document from your computer, select an existing document from the Data Room, or waive the document if it is not applicable.
- Click Save.
- To add additional investors, click Add Investor again and repeat the previous step. Otherwise, click Continue.
- Review the uploaded documents at the Checkpoint. You can also send the workflow for legal review or share the document(s) with a third party before continuing After clicking Continue, the workflow will complete, and the convertible note will be recorded. All uploaded document(s) will be available in the Data Room.
FAQs
Can I upload an additional note closing for an NPA that was originally generated in Fidelity Private Shares? Yes, you can upload an additional closing for both generated and uploaded NPAs. Additional note closings can only be generated for NPAs originally created in Fidelity Private Shares.
I generated an NPA, but the workflow says there are no agreements that allow for an additional closing. The generative workflow will only work for NPAs that were generated in Fidelity Private Shares, are still outstanding, and allow additional note closings.
Do investors have to sign the note again when uploading an additional closing? No. If you are uploading an executed note closing, you are recording an action that already happened. If the investor was added as a new user, they will receive an invite to Fidelity Private Shares and can view their holding documents, but they will not be asked to sign an already executed document.
Screenshots are for illustrative purposes only.
Fidelity Private Shares LLC provides cap table management and/or other administrative services to private companies and their equity compensation plans, and to investors in the private markets.
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