Mezzanine Loan Term Sheet Template for Ireland

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Key Requirements PROMPT example:

Mezzanine Loan Term Sheet

"I need a Mezzanine Loan Term Sheet under Irish law for a €50 million facility to finance a commercial real estate development in Dublin, with both cash and PIK interest components, and including warrant coverage for 5% of the borrower's equity."

Document background
The Mezzanine Loan Term Sheet is a crucial document used in complex financing transactions where there is a need for additional debt financing beyond traditional senior debt, but without diluting equity ownership. This document is particularly relevant in the Irish market where mezzanine financing is commonly used in real estate development, corporate acquisitions, and growth capital scenarios. The term sheet captures the essential commercial terms, conditions, and structure of the proposed mezzanine facility, serving as a roadmap for the transaction and subsequent detailed documentation. Under Irish law, specific consideration must be given to security registration requirements, financial services regulations, and corporate benefit issues. The document typically precedes the full facility agreement and related security documentation, providing a basis for negotiation and outlining the key terms that will be expanded in the final documentation.
Suggested Sections

1. Parties: Identification of the 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 Details: Amount, purpose, and type of the mezzanine facility

5. Interest and Fees: Interest rate, payment frequency, upfront fees, commitment fees, and PIK interest provisions

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

7. Security Package: Overview of security to be provided, including guarantees and asset security

8. Ranking and Subordination: Position of the mezzanine debt in the capital structure and relationship with senior debt

9. Key Covenants: Financial covenants, information covenants, and general undertakings

10. Conditions Precedent: Key conditions to be satisfied before drawdown

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

12. Governing Law: Confirmation of Irish law as governing law and jurisdiction provisions

Optional Sections

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

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

3. Security Trustee Provisions: Terms relating to security trustee arrangements, included in syndicated or complex security structures

4. Exit Fees: Terms of any exit fee arrangements, included when specific exit fee structures are contemplated

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

6. Tax Considerations: Key tax structuring points, included when there are material tax implications to be addressed

7. Transfer Provisions: Terms governing transfer of the mezzanine facility, included when specific transfer restrictions are required

Suggested Schedules

1. Corporate Structure Chart: Diagram showing the corporate structure of the borrower group

2. Financial Covenants Calculations: Detailed methodology for calculating financial covenants

3. Security Package Overview: Detailed list of security assets and security documents required

4. Sources and Uses of Funds: Breakdown of the sources and uses of the mezzanine facility and overall transaction funding

5. Key Terms of Senior Facilities: Summary of principal terms of senior facilities (if applicable)

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

Real Estate

Private Equity

Infrastructure

Manufacturing

Technology

Healthcare

Retail

Energy

Telecommunications

Financial Services

Construction

Hospitality

Relevant Teams

Legal

Finance

Treasury

Risk Management

Corporate Development

Investment

Credit

Compliance

Tax

Operations

Relevant Roles

Chief Financial Officer

Finance Director

Treasury Manager

Investment Director

Corporate Lawyer

Legal Counsel

Investment Manager

Risk Manager

Private Equity Director

Debt Fund Manager

Transaction Manager

Portfolio Manager

Structured Finance Manager

Credit Risk Officer

Corporate Development Director

Industries
Companies Act 2014: Primary legislation governing corporate entities in Ireland, relevant for borrower's corporate authority, registration of charges, and financial assistance provisions
European Union (Consumer Mortgage Credit Agreements) Regulations 2016: Regulations governing credit agreements relating to residential immovable property, relevant if the mezzanine financing involves residential property
Central Bank Act 1997: Regulates financial institutions and lending activities in Ireland, including requirements for regulated financial service providers
European Union (Capital Requirements) Regulations 2014: Implements Basel III requirements in Ireland, relevant for regulatory capital treatment of mezzanine loans by regulated lenders
Taxes Consolidation Act 1997: Relevant for tax treatment of interest payments, withholding tax obligations, and stamp duty implications on loan documentation
Registration of Title Act 1964: Relevant for registration of security interests over real property if the mezzanine financing involves property security
European Communities (Electronic Money) Regulations 2011: Relevant if any electronic payment systems are involved in the loan disbursement or repayment mechanisms
Criminal Justice (Money Laundering and Terrorist Financing) Act 2010: Imposes obligations regarding anti-money laundering and know-your-customer requirements in financial transactions
European Union (Anti-Money Laundering: Beneficial Ownership of Corporate Entities) Regulations 2019: Requires identification and verification of beneficial owners in corporate lending transactions
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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