Mezzanine Debt Term Sheet Template for Australia

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Key Requirements PROMPT example:

Mezzanine Debt Term Sheet

"I need a Mezzanine Debt Term Sheet for a $50M facility to fund a real estate development project in Sydney, with the facility to include both cash pay and PIK interest components, plus warrants for 5% equity participation."

Document background
The Mezzanine Debt Term Sheet is a crucial document used in the preliminary stages of structuring sophisticated financing arrangements in Australia. It is typically employed when companies require additional funding beyond traditional senior debt but are not ready or willing to issue pure equity. This document sets out the proposed terms and conditions of the mezzanine facility, including the quantum, pricing, security package, and key protections for the lender. It serves as a roadmap for the transaction and forms the basis for negotiating the final facility documentation. The term sheet must comply with Australian financial services regulations and security laws, particularly the Corporations Act 2001 and the Personal Property Securities Act 2009. While not typically legally binding (except for certain provisions such as confidentiality and exclusivity), it represents a moral commitment by the parties to proceed with the transaction on the outlined terms.
Suggested Sections

1. Parties: Identification of the mezzanine lender(s), borrower(s), guarantor(s), and any other key parties to the transaction

2. Background: Brief description of the transaction context and purpose of the mezzanine facility

3. Definitions: Key terms used throughout the term sheet

4. Facility: Type, purpose, and amount of the mezzanine facility

5. Interest and Fees: Interest rate, PIK interest provisions, commitment fees, arrangement fees, and other applicable fees

6. Term and Repayment: Facility term, repayment schedule, and prepayment provisions

7. Security and Priority: Security package and ranking of the mezzanine debt relative to other debt

8. Conditions Precedent: Key conditions that must be satisfied before drawdown

9. Key Covenants: Financial and operational covenants, including financial ratios and reporting requirements

10. Events of Default: Circumstances that would trigger default and enforcement rights

11. Governing Law: Specification of Australian law as governing law and jurisdiction

Optional Sections

1. Equity Kicker: Terms of any equity participation rights or warrants, included when the mezzanine facility includes equity-linked components

2. Intercreditor Arrangements: Key terms of intercreditor relationship, included when there are multiple classes of debt

3. Board Rights: Observer or voting rights on the borrower's board, included when lender requires governance participation

4. Exit Rights: Provisions regarding change of control or IPO, included for longer-term facilities

5. Hedging Requirements: Mandatory hedging obligations, included when interest rate or currency hedging is required

6. Syndication Rights: Terms for syndication or assignment of the facility, included for larger facilities that may be syndicated

Suggested Schedules

1. Term Sheet Summary: Executive summary of key commercial terms in table format

2. Sources and Uses: Detailed breakdown of funding sources and use of proceeds

3. Corporate Structure Chart: Diagram showing the corporate structure and security package

4. Financial Covenant Calculations: Detailed methodology for calculating financial covenants

5. Fee Schedule: Detailed breakdown of all fees and charges

6. Form of Drawdown Request: Template for facility drawdown requests

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Clauses
Relevant Industries

Private Equity

Real Estate Development

Infrastructure

Mining and Resources

Manufacturing

Technology and Software

Healthcare

Retail and Consumer Goods

Financial Services

Renewable Energy

Relevant Teams

Legal

Finance

Treasury

Risk Management

Corporate Development

Investment

Credit

Compliance

Tax

Strategy

Relevant Roles

Chief Financial Officer

Finance Director

Investment Director

Corporate Lawyer

Finance Manager

Investment Manager

Treasury Manager

Risk Manager

Corporate Development Manager

Private Equity Associate

Debt Fund Manager

Senior Credit Analyst

Investment Banker

Transaction Manager

Legal Counsel

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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