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Mezzanine Debt Term Sheet
"I need a Mezzanine Debt Term Sheet for a £50 million facility to finance a commercial real estate development in London, with an equity kicker of 5% and standard intercreditor provisions with the senior lender, to be completed by March 2025."
1. Parties: Identification of lender, borrower, and any guarantors
2. Background: Context of the mezzanine financing arrangement and transaction overview
3. Definitions: Key terms used throughout the term sheet
4. Facility Amount: Size and nature of the mezzanine facility, including any tranches
5. Purpose: Permitted uses of the facility proceeds
6. Interest and Fees: Interest rate, payment terms, and associated fees including arrangement and commitment fees
7. Security Package: Details of security package and ranking relative to other debt
8. Conditions Precedent: Requirements to be met before drawdown including documentary requirements
9. Representations and Warranties: Standard representations and warranties from the borrower
10. Financial Covenants: Financial maintenance covenants and reporting requirements
1. Equity Kickers: Terms of any equity participation rights, including warrants or share options
2. Conversion Rights: Terms for converting debt to equity, including conversion price and timing
3. Intercreditor Provisions: Key terms governing relationship with senior lenders and other creditors
4. Board Rights: Any rights to board representation or observer status
5. Exit Rights: Provisions relating to change of control, IPO or other exit events
1. Security Package Details: Comprehensive breakdown of security arrangements and guarantees
2. Conditions Precedent Checklist: Detailed list of required documentation and conditions for drawdown
3. Financial Covenants Schedule: Detailed financial metrics, calculations and reporting requirements
4. Form of Drawdown Notice: Template for requesting facility drawdown
5. Pricing Schedule: Detailed breakdown of all fees, interest calculations and payment mechanics
Authors
Facility Amount
Interest Rate
PIK Interest
Cash Pay Interest
Maturity Date
Security
Security Documents
Permitted Indebtedness
Senior Facilities
Senior Lenders
Intercreditor Agreement
Conditions Precedent
Event of Default
Financial Covenants
Equity Kicker
Conversion Rights
Warrants
Change of Control
Permitted Distributions
Material Adverse Effect
Security Interest
Guarantors
Group
Subordination
Exit Event
Mandatory Prepayment
Arrangement Fee
Commitment Fee
Default Interest
Business Day
Drawdown Date
Repayment Date
Finance Documents
Financial Statements
Margin
Security Agent
Permitted Security
Transaction Documents
Upfront Fee
Interest and Fees
Security Package
Ranking and Subordination
Conditions Precedent
Representations and Warranties
Covenants
Financial Covenants
Information Undertakings
Events of Default
Equity Participation
Conversion Rights
Prepayment
Mandatory Prepayment
Exit Rights
Change of Control
Transferability
Costs and Expenses
Confidentiality
Governing Law
Jurisdiction
Non-Binding Nature
Exclusivity
Due Diligence
Board Rights
Intercreditor Provisions
Amendments and Waivers
Notices
Tax Provisions
Assignment and Transfer
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