EPISODE · Jun 16, 2026 · 8 MIN
Using a Convertible Promissory Note Before a Rule 506 Offering
from Syndication Attorney Field Notes with Tilden Moschetti · host Tilden Moschetti
=Short legal field notes from syndication attorney Tilden Moschetti for sponsors raising capital through Regulation D offerings, private placements, syndications, and investment funds. In this episode, we look at why using a convertible promissory note for bridge capital before a Rule 506 private placement acts as a current debt liability. A real estate syndication sponsor often uses these notes to secure early funds, but treating them as future equity can raise unexpected issues with senior lender covenants, subordination, and SEC integration. We cover why startup templates generally do not fit a leveraged capital stack and how to structure early money so it aligns with both the commercial bank and the main Regulation D offering.Also see: Convertible Promissory Note for Real Estate Syndications at https://www.moschettilaw.com/convertible-promissory-note-syndication
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What this episode covers
In this field note, syndication attorney Tilden Moschetti explains how using a convertible promissory note for bridge capital before a Rule 506 private placement can create immediate debt liabilities, affecting senior lender covenants and SEC integration.
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Using a Convertible Promissory Note Before a Rule 506 Offering
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