Ƶ

Mezzanine Debt Term Sheet for the United Kingdom

Mezzanine Debt Term Sheet Template for England and Wales

A Mezzanine Debt Term Sheet is a preliminary document outlining the key commercial and legal terms for a mezzanine financing facility under English and Welsh law. It serves as a framework for negotiation and subsequent documentation of the mezzanine facility, typically sitting between senior debt and equity in the capital structure. The document addresses crucial elements including facility amount, pricing, security package, intercreditor arrangements, and any equity-linked features.

Thank you! Your submission has been received!
Oops! Something went wrong while submitting the form.
Get template free

Your data doesn't train Genie's AI

You keep IP ownership of your docs

4.6 / 5
4.6 / 5
4.8 / 5

What is a Mezzanine Debt Term Sheet?

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.

What sections should be included in a Mezzanine Debt Term Sheet?

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

What sections are optional to include in a Mezzanine Debt Term Sheet?

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

What schedules should be included in a Mezzanine Debt Term Sheet?

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) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

England and Wales

Publisher

Ƶ

Cost

Free to use

Find the exact document you need

Startup Investment Term Sheet

An England & Wales document outlining preliminary terms for startup equity investment under English law.

Download

Convertible Equity Term Sheet

A preliminary agreement under English and Welsh law outlining terms for investment that converts to equity at a future date.

Download

Mezzanine Loan Term Sheet

A preliminary document under English and Welsh law outlining key terms for a hybrid debt instrument combining features of senior debt and equity financing.

Download

Limited Partnership Term Sheet

A preliminary document outlining key terms for establishing a limited partnership under English and Welsh law.

Download

Mezzanine Debt Term Sheet

A preliminary document outlining key terms for mezzanine financing under English and Welsh law, bridging the gap between senior debt and equity.

Download
See more related templates

ұԾ’s Security Promise

Genie is the safest place to draft. Here’s how we prioritise your privacy and security.

Your documents are private:

We do not train on your data; ұԾ’s AI improves independently

All data stored on Genie is private to your organisation

Your documents are protected:

Your documents are protected by ultra-secure 256-bit encryption

We are ISO27001 certified, so your data is secure

Organizational security:

You retain IP ownership of your documents and their information

You have full control over your data and who gets to see it