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Mezzanine Debt Term Sheet Template for Germany

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Key Requirements PROMPT example:

Mezzanine Debt Term Sheet

"I need a Mezzanine Debt Term Sheet under German law for a €50 million facility to finance a technology company acquisition, with PIK interest options and warrant coverage, to be completed by March 2025."

Document background
The Mezzanine Debt Term Sheet is typically used in German financing transactions where companies seek funding that sits between senior debt and equity in the capital structure. This document is essential in the preliminary stages of mezzanine financing arrangements, setting out the fundamental commercial and legal terms that will form the basis of the final financing documentation. It is particularly relevant for growth financing, acquisition financing, or restructuring scenarios where traditional bank financing may be insufficient or unavailable. The term sheet must carefully consider German legal requirements, particularly regarding subordination, insolvency rankings, and financial services regulations. It serves as a roadmap for lawyers drafting the final documentation and provides key stakeholders with a clear understanding of the proposed terms.
Suggested Sections

1. Parties: Identification of the borrower, lender(s), and any guarantors

2. Background: Brief description of the transaction context and purpose of the mezzanine financing

3. Definitions: Key terms used throughout the term sheet

4. Facility Amount: Size of the mezzanine facility and any tranching details

5. Purpose: Specified use of proceeds

6. Term and Maturity: Duration of the facility and maturity date

7. Interest and Payment Terms: Interest rate, payment frequency, PIK options

8. Security and Ranking: Security package and ranking in capital structure

9. Financial Covenants: Key financial ratios and tests to be maintained

10. Events of Default: Circumstances triggering default

11. Conversion Rights: Terms of any equity conversion features

12. Exit and Prepayment: Prepayment terms, exit fees, make-whole provisions

13. Representations and Warranties: Standard confirmations from the borrower

14. Information Rights: Reporting requirements and information access

15. Governing Law: Specification of German law as governing law

Optional Sections

1. Warrant Coverage: Details of any warrant package, used when equity kickers are part of the structure

2. Intercreditor Terms: Required when there are multiple classes of debt in the structure

3. Asset Sale Provisions: Include when specific assets might be sold during the term

4. Board Rights: When lender requires board representation or observer rights

5. Currency and Hedging: Required for cross-border transactions or multiple currency facilities

6. Tax Considerations: Include when specific tax structures or implications need to be addressed

7. Change of Control: Include when specific provisions for ownership changes are required

8. ESG Provisions: When environmental, social, and governance requirements are part of the facility

Suggested Schedules

1. Capital Structure: Overview of the existing and pro forma capital structure

2. Financial Covenant Calculations: Detailed definitions and calculation methodologies

3. Permitted Indebtedness: List of existing and permitted debt obligations

4. Security Package Details: Detailed list of collateral and security arrangements

5. Warrant Terms: Detailed terms of any warrant coverage

6. Corporate Structure: Group structure chart showing relevant entities

7. Key Terms Matrix: Summary comparison of key terms across debt tranches

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions


























































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Relevant Industries

Private Equity

Real Estate

Manufacturing

Technology

Healthcare

Infrastructure

Retail

Energy

Telecommunications

Professional Services

Industrial Services

Consumer Goods

Media & Entertainment

Relevant Teams

Legal

Finance

Treasury

Corporate Development

Risk Management

Tax

Accounting

Compliance

Investment

Capital Markets

Relevant Roles

Chief Financial Officer

Finance Director

Treasury Manager

Investment Director

Legal Counsel

Corporate Lawyer

Investment Manager

Private Equity Partner

Debt Fund Manager

Transaction Manager

Financial Controller

Risk Manager

Corporate Development Director

M&A Director

Restructuring 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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