HAC - you should really refraining from talking like an authority on such matters as you clearly have little understanding.How can you suggest that a debt instrument affects the "diluted enterprise" value? when;
1 - there is no fixed share price to the conversion, therefore an UNKNOWN amount of shares MAY be converted
2 - there is option is to repay the debt without conversion, on future earnings
3 - The note could be relinquished with a pure debt instrument in the future
4 - Even if it was to convert, it would be done a a superior share price given the other tranches DO NOT get effectuated without significant value adding events occurring - hence a superior market cap
5 - current market cap as no relevance to debt appetite of the lender - so long as the assets stack up if they wish security - I am sure the financiers are intelligent enough to conduct DD prior to cough up $35M
Otherwise I am sure we would all be happy to see your "FULLY DILUTED" capital structure breakdown to support your valuation hypothesis.