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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."
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
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
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
Availability Period
Business Day
Cash Interest
Change of Control
Commitment
Conditions Precedent
Default
EBITDA
Event of Default
Facility
Financial Close
Financial Covenants
Financial Indebtedness
Group
Guarantors
Interest Payment Date
Interest Period
Intercreditor Agreement
Leverage Ratio
Majority Lenders
Material Adverse Effect
Maturity Date
Mezzanine Documents
Mezzanine Finance Parties
Obligors
Permitted Security
PIK Interest
Principal
Priority Agreement
Qualifying IPO
Reference Banks
Relevant Interest Rate
Repayment Date
Security
Security Documents
Senior Debt
Senior Lenders
Subordination
Term
Transaction Documents
Utilization
Warrants
Purpose
Facility Amount
Availability
Interest and Fees
Interest Periods
Payment Provisions
PIK Interest
Security
Guarantees
Subordination
Conditions Precedent
Conditions Subsequent
Representations and Warranties
Financial Covenants
Information Covenants
General Undertakings
Prepayment Events
Events of Default
Equity Participation Rights
Change of Control
Assignment and Transfer
Majority Lender Decisions
Costs and Expenses
Tax Provisions
Confidentiality
Governing Law
Jurisdiction
Execution Requirements
Private Equity
Real Estate Development
Infrastructure
Mining and Resources
Manufacturing
Technology and Software
Healthcare
Retail and Consumer Goods
Financial Services
Renewable Energy
Legal
Finance
Treasury
Risk Management
Corporate Development
Investment
Credit
Compliance
Tax
Strategy
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
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