Mezzanine Loan Term Sheet Template for England and Wales

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Key Requirements PROMPT example:

Mezzanine Loan Term Sheet

"I need a Mezzanine Loan Term Sheet for a £50 million facility to finance a real estate development project in London, with conversion rights and warrant coverage of 5% of equity, to be completed by March 2025."

Document background
The Mezzanine Loan Term Sheet is a crucial document used when companies seek flexible financing solutions that bridge the gap between senior debt and equity. It serves as the foundation for negotiating and documenting mezzanine financing arrangements under English and Welsh law. This document typically includes detailed terms regarding pricing, security, subordination, and potential equity participation rights. The term sheet is particularly valuable in complex financing structures where traditional senior debt may be insufficient, and pure equity is either unavailable or undesirable. It provides a framework for subsequent detailed documentation and helps align parties' expectations early in the transaction process.
Suggested Sections

1. Parties: Identification of lender, borrower, and any guarantors

2. Facility Details: Amount, purpose, availability period, and drawdown conditions

3. Interest and Fees: Interest rate, payment dates, fees structure

4. Security Package: Details of security arrangements and priority

5. Repayment Terms: Repayment schedule, prepayment provisions

6. Key Covenants: Financial and operational covenants

Optional Sections

1. Conversion Rights: Terms for converting debt to equity, applicable when equity participation is part of the deal structure

2. Warrants: Details of any warrant issuance, included when warrant coverage is part of the deal

3. Intercreditor Provisions: Relationship with senior lenders, required when multiple layers of debt exist

Suggested Schedules

1. Security Schedule: Detailed list of security assets and arrangements

2. Financial Covenants Schedule: Detailed calculations and thresholds for financial covenants

3. Conditions Precedent: List of required documents and conditions for drawdown

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

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
Relevant Teams
Relevant Roles
Industries

Financial Services and Markets Act 2000: Primary legislation governing financial services regulation in the UK, including lending activities and financial promotions

Companies Act 2006: Core legislation governing company law, including registration of charges, company administration, and corporate governance requirements

Law of Property Act 1925: Fundamental legislation governing real property law and security interests in England and Wales

Consumer Credit Act 1974: Legislation governing consumer credit and certain types of secured lending, may be relevant if the mezzanine loan has any consumer aspects

Insolvency Act 1986: Key legislation governing corporate insolvency and restructuring, crucial for understanding creditor rights and priorities

FCA/PRA Regulatory Framework: Regulatory requirements and guidance from the Financial Conduct Authority and Prudential Regulation Authority for lending activities

Capital Requirements Regulation: EU-derived regulations (retained in UK law) governing capital requirements for lenders and financial institutions

Financial Collateral Arrangements (No 2) Regulations 2003: Regulations governing financial collateral arrangements and enforcement of security

Companies (Registration of Charges) Regulations 2009: Regulations governing the registration of security interests and charges at Companies House

Enterprise Act 2002: Legislation affecting the enforcement of security and insolvency proceedings

Money Laundering Regulations 2017: Anti-money laundering requirements applicable to financial transactions and lending

Proceeds of Crime Act 2002: Legislation dealing with money laundering and proceeds of crime, relevant for due diligence in lending

Data Protection Act 2018/GDPR: Data protection legislation governing the handling of personal data in financial transactions

Financial Services (Banking Reform) Act 2013: Legislation implementing key banking reforms, including aspects of creditor priority and bank resolution

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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