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Mezzanine Debt Term Sheet Template for England and Wales

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Key Requirements PROMPT example:

Mezzanine Debt Term Sheet

"I need a Mezzanine Debt Term Sheet for a £50 million facility to finance a commercial real estate development in London, with an equity kicker of 5% and standard intercreditor provisions with the senior lender, to be completed by March 2025."

Document background
The Mezzanine Debt Term Sheet is utilized when companies seek financing that combines elements of debt and equity, typically in leveraged financing structures. This document, governed by English and Welsh law, sets out the principal terms and conditions of the proposed mezzanine facility, including pricing, security, and any equity participation rights. The term sheet serves as the foundation for negotiating and documenting the final mezzanine facility agreements, establishing the framework for this hybrid financing instrument that sits between senior debt and equity in terms of risk and return.
Suggested Sections

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

2. Background: Context of the mezzanine financing arrangement and transaction overview

3. Definitions: Key terms used throughout the term sheet

4. Facility Amount: Size and nature of the mezzanine facility, including any tranches

5. Purpose: Permitted uses of the facility proceeds

6. Interest and Fees: Interest rate, payment terms, and associated fees including arrangement and commitment fees

7. Security Package: Details of security package and ranking relative to other debt

8. Conditions Precedent: Requirements to be met before drawdown including documentary requirements

9. Representations and Warranties: Standard representations and warranties from the borrower

10. Financial Covenants: Financial maintenance covenants and reporting requirements

Optional Sections

1. Equity Kickers: Terms of any equity participation rights, including warrants or share options

2. Conversion Rights: Terms for converting debt to equity, including conversion price and timing

3. Intercreditor Provisions: Key terms governing relationship with senior lenders and other creditors

4. Board Rights: Any rights to board representation or observer status

5. Exit Rights: Provisions relating to change of control, IPO or other exit events

Suggested Schedules

1. Security Package Details: Comprehensive breakdown of security arrangements and guarantees

2. Conditions Precedent Checklist: Detailed list of required documentation and conditions for drawdown

3. Financial Covenants Schedule: Detailed financial metrics, calculations and reporting requirements

4. Form of Drawdown Notice: Template for requesting facility drawdown

5. Pricing Schedule: Detailed breakdown of all fees, interest calculations and payment mechanics

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
Relevant Teams
Relevant Roles
Industries

Financial Services and Markets Act 2000: Primary legislation governing financial services regulation in the UK, establishing regulatory framework and authority of financial regulators

Financial Services Act 2012: Updated regulatory framework introducing the Financial Conduct Authority (FCA) and Prudential Regulation Authority (PRA)

Regulated Activities Order (RAO): Specifies which activities require FCA authorization and regulation in the financial services sector

Insolvency Act 1986: Key legislation governing corporate insolvency and restructuring, crucial for mezzanine debt enforcement and creditor rights

Enterprise Act 2002: Modified insolvency regime and introduced changes to corporate rescue procedures

Companies Act 2006: Primary legislation governing company formation, operation, and regulation, including financial assistance rules and security registration

Law of Property Act 1925: Governs real estate security and property rights, relevant for secured mezzanine financing

Consumer Credit Act 1974: Regulates credit relationships and consumer protection in lending arrangements

Financial Collateral Arrangements (No.2) Regulations 2003: Governs security arrangements and collateral in financial transactions

Contracts (Rights of Third Parties) Act 1999: Determines when third parties can enforce contractual rights, relevant for intercreditor relationships

Unfair Contract Terms Act 1977: Controls unfair terms in business contracts and limits ability to exclude liability

Consumer Rights Act 2015: Consolidates consumer protection law and regulates unfair terms in consumer contracts

Rome I Regulation: Determines which country's laws apply to contractual obligations in cross-border transactions

Brussels Regime: Governs jurisdiction and enforcement of judgments in cross-border disputes

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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