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Mezzanine Debt Term Sheet
"I need a Mezzanine Debt Term Sheet for a R500 million facility to finance a renewable energy project in South Africa, with both cash and PIK interest components, and including warrants for up to 10% equity participation if not repaid by March 2025."
1. Parties: Identification of the lender, borrower, and any guarantors or security providers
2. Background: Brief context of the transaction and purpose of the mezzanine facility
3. Definitions: Key terms used throughout the term sheet
4. Facility Amount: Size of the mezzanine facility and any tranching arrangements
5. Purpose: Specified use of the mezzanine facility proceeds
6. Interest and Fees: Interest rate, PIK provisions, commitment fees, and other charges
7. Term and Repayment: Facility duration, repayment schedule, and prepayment terms
8. Security and Ranking: Security package and ranking relative to senior debt
9. Key Covenants: Financial and operational covenants applicable to the borrower
10. Conditions Precedent: Conditions to be satisfied before drawdown
11. Events of Default: Circumstances that would trigger default
12. Governing Law: Confirmation of South African law as governing law
1. Equity Kicker: Terms of any equity participation rights or warrants - include if equity upside is part of the deal
2. Intercreditor Provisions: Include if there is senior debt requiring intercreditor arrangements
3. Board Rights: Include if the lender will have board representation or observer rights
4. Information Rights: Include if specific reporting requirements beyond standard covenants are needed
5. Exit Rights: Include if there are specific provisions for exit scenarios or change of control
6. Conversion Rights: Include if the mezzanine debt has conversion features to equity
1. Term Sheet Summary: Executive summary of key commercial terms
2. Sources and Uses: Breakdown of funding sources and intended use of proceeds
3. Security Package Details: Detailed list of security assets and arrangements
4. Financial Covenant Calculations: Formulae and definitions for financial covenant calculations
5. Corporate Structure Chart: Diagram showing corporate structure and security providers
6. Indicative Repayment Schedule: Projected repayment schedule including interest and PIK calculations
Authors
Acquisition
Additional Interest
Affiliate
Applicable Law
Availability Period
Break Costs
Business Day
Cash Interest
Cash Pay Interest Rate
Change of Control
Commitment
Compliance Certificate
Conditions Precedent
Default
Default Interest
Default Rate
EBITDA
Equity Cure Rights
Equity Documents
Equity Kicker
Event of Default
Facility
Facility Agreement
Final Maturity Date
Financial Covenants
Financial Indebtedness
Financial Statements
Financial Year
Group
Guarantee
Holding Company
Interest Payment Date
Interest Period
Intercreditor Agreement
Legal Reservations
Leverage Ratio
Margin
Material Adverse Effect
Mezzanine Documents
Mezzanine Finance Parties
Obligors
Original Financial Statements
Payment Date
Permitted Financial Indebtedness
PIK Interest
PIK Interest Rate
Potential Event of Default
Prime Rate
Principal
Prohibited Person
Quarter Date
Quotation Day
Ranking
Receiver
Related Party
Repeating Representations
Representative
Security
Security Documents
Senior Debt
Senior Finance Parties
Senior Lenders
Subordination
Subsidiary
Tax
Testing Date
Transaction Documents
Transaction Security
Utilisation
Utilisation Date
Warrants
Facility Description
Purpose
Availability
Interest and Fees
PIK Interest
Repayment Terms
Security
Ranking and Subordination
Intercreditor Provisions
Financial Covenants
Information Covenants
General Undertakings
Representations and Warranties
Events of Default
Equity Participation
Board Rights
Exit Rights
Change of Control
Assignment and Transfer
Confidentiality
Costs and Expenses
Notices
Amendments and Waivers
Governing Law
Dispute Resolution
Due Diligence
Exclusivity
Termination Rights
Tax Provisions
Conversion Rights
Anti-dilution Protection
Documentation
Indemnification
Warranties
Control Rights
Reporting Requirements
Compliance
Security Enforcement
Distribution Rights
Private Equity
Real Estate Development
Mining and Resources
Infrastructure
Manufacturing
Technology and Software
Healthcare
Renewable Energy
Telecommunications
Retail and Consumer
Agriculture and Agribusiness
Financial Services
Legal
Finance
Treasury
Corporate Development
Risk Management
Compliance
Investment
Strategy
Tax
Corporate Finance
Chief Financial Officer
Finance Director
Investment Manager
Legal Counsel
Corporate Finance Manager
Treasury Manager
Investment Banker
Private Equity Partner
Risk Manager
Debt Fund Manager
Financial Controller
Corporate Development Director
Strategic Finance Manager
Transaction Advisory Manager
Compliance Officer
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