Mezzanine Debt Term Sheet Template for South Africa

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Key Requirements PROMPT example:

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."

Document background
The Mezzanine Debt Term Sheet is a crucial preliminary document used in South African financing transactions when companies seek hybrid financing solutions that offer more flexibility than traditional senior debt but are less dilutive than pure equity. This document is typically employed during the growth phase of companies, acquisitions, or major capital expenditure projects where traditional bank financing alone is insufficient. The term sheet outlines the proposed terms of the mezzanine facility, including the quantum, pricing (often including both cash and PIK interest components), security package, and any equity-linked elements such as warrants or conversion rights. It serves as the basis for negotiation and eventual preparation of final documentation, ensuring alignment between the mezzanine lender and borrower while considering the South African regulatory environment, including Companies Act requirements and financial sector regulations.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

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

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

Relevant Teams

Legal

Finance

Treasury

Corporate Development

Risk Management

Compliance

Investment

Strategy

Tax

Corporate Finance

Relevant Roles

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

Industries
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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