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Practice Drills: Structuring a Convertible Debt Term Sheet

A practice-first course for CFOs, finance controllers, corporate development teams and pre-IPO founders who have to structure convertible debt from the issuer's side of the table. Working from a sample late-growth Indian company raising INR 300 crore from a private equity investor, you will choose between compulsorily convertible debentures, optionally convertible debentures, FCCBs and NCDs with warrants, check the route under the Companies Act, FEMA and SEBI rules, then build the term sheet clause by clause: issue size, coupon, conversion price and premium, IPO-linked floors and ratchets, maturity, redemption premium and investor yield, anti-dilution, security, covenants, puts, calls and governance rights. Every economic term is tested in rupees against conversion and exit scenarios, including the dilution and EPS hit, the Ind AS 32 liability and equity split, and withholding tax and stamp duty. The course closes with three full end-to-end drills and a before-you-sign scorecard. Educational content only, not legal, tax or investment advice.

Convertible DebtCCDsOCDsFCCBsTerm SheetsConversion PriceAnti-DilutionInd AS 32Pre-IPO FinancingCorporate Finance

MODULES

5

DURATION

4 Hours

TRACK

Corporate Finance

What You'll Master

Choose between CCDs, OCDs, FCCBs and NCDs with warrants for a specific issuer and defend the choice to a board

Check the Companies Act, FEMA, ECB and SEBI route for a convertible issue before drafting a word

Set the coupon, conversion price, conversion premium and IPO-linked floors and ratchets, and prove in rupees what each costs the promoters

Price maturity, redemption premium and the investor's yield, and split the instrument into its bond floor and conversion option

Draft anti-dilution, security, covenant, put, call, change of control and governance clauses with no conversion ambiguity

Model dilution and EPS across conversion scenarios and run the Ind AS 32 split, withholding tax and stamp duty checks

Score any convertible debt term sheet on a repeatable before-you-sign checklist

Access Level

LEARNER

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Everything included

Full Text Playbooks

Actionable Exercises

Mobile Reading Mode

Lifetime Updates

Curriculum Breakdown

Chapter 1: Setting Up the Drill

3 Lessons

Anatomy of a Convertible Debt Term Sheet: Parties, Clauses and the Deal Brief10 min read

Drill: Choosing Between CCDs, OCDs, FCCBs and NCDs with Warrants13 min read

Drill: Checking the Regulatory Route Before You Draft12 min read

Chapter 2: Drilling the Economic Terms

5 Lessons

Drill: Sizing the Issue and Setting the Coupon12 min read

Drill: Setting the Conversion Price and Conversion Premium13 min read

Drill: Pricing IPO-Linked Floors, Caps and Conversion Ratchets14 min read

Drill: Setting Maturity, Redemption Premium and the Investor's Yield13 min read

Drill: Splitting the Instrument into Bond Floor and Conversion Option14 min read

Chapter 3: Drilling the Protective and Control Terms

4 Lessons

Drill: Drafting Anti-Dilution and Conversion Price Adjustments13 min read

Drill: Drafting Security, Covenants and Events of Default12 min read

Drill: Drafting Put, Call and Change of Control Clauses12 min read

Drill: Drafting Board, Information and Consent Rights11 min read

Chapter 4: Drilling the Dilution, Accounting and Tax Checks

3 Lessons

Drill: Modelling Dilution and EPS Across Conversion Scenarios14 min read

Drill: Running the Ind AS 32 Liability and Equity Split13 min read

Drill: Running Withholding Tax, Stamp Duty and Filing Checks11 min read

Chapter 5: Full Practice Drills

4 Lessons

Full Drill: Structuring a Pre-IPO CCD Term Sheet End to End16 min read

Full Drill: Structuring an FCCB for a Listed Mid-Cap15 min read

Full Drill: Answering the Investor's Counter-Proposal14 min read

Full Drill: The Before-You-Sign Convertible Debt Scorecard12 min read