The Mezzanine Loan Agreement is utilized when companies require financing that bridges the gap between senior debt and equity, typically for expansion, acquisitions, or major capital expenditure. This hybrid financing instrument, governed by Malaysian law, provides flexibility through features such as higher interest rates, potential equity participation, and subordination to senior debt. The document must comply with Malaysian financial regulations, including the Financial Services Act 2013 and Companies Act 2016, while incorporating necessary protections for both lender and borrower. The agreement includes detailed provisions on security, conversion rights, financial covenants, and intercreditor relationships, making it suitable for complex financing structures where traditional bank loans may not be sufficient or appropriate.
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1. Parties: Identification of the lender, borrower, and any guarantors or security providers
2. Background: Context of the transaction, including the purpose of the loan and its relationship to senior debt
3. Definitions and Interpretation: Defined terms and interpretation rules used throughout the agreement
4. The Facility: Details of the loan amount, purpose, and availability
5. Interest and Fees: Interest calculation, payment terms, default interest, and any PIK (payment-in-kind) provisions
6. Repayment and Prepayment: Terms for scheduled repayment and voluntary/mandatory prepayment provisions
7. Subordination: Provisions regarding ranking of the mezzanine debt relative to senior debt
8. Security: Description of security package and ranking of security interests
9. Conversion Rights: Terms governing any rights to convert the loan into equity
10. Representations and Warranties: Standard and transaction-specific representations by the borrower
11. Covenants: Financial and operational covenants, including information requirements
12. Events of Default: Circumstances constituting default and consequences
13. Changes to Parties: Transfer and assignment provisions
14. Administration: Notice provisions, calculations, and other administrative matters
15. Governing Law and Jurisdiction: Choice of Malaysian law and jurisdiction provisions
1. Equity Kicker: Details of any additional equity participation rights, used when the deal includes profit participation
2. Intercreditor Provisions: Required when there are multiple classes of debt requiring formal subordination arrangements
3. Security Trustee Provisions: Included when a security trustee structure is used for multiple lenders
4. Board Observer Rights: Used when the mezzanine lender has rights to appoint board observers
5. Exit Rights: Included when specific provisions govern rights on exit events or IPO
6. Warrants: When the mezzanine financing includes warrant instruments
7. Parent Company Guarantee: Required when upstream guarantees are part of the security package
1. Conditions Precedent: List of required documents and conditions for loan drawdown
2. Form of Drawdown Request: Standard form for requesting loan disbursements
3. Repayment Schedule: Detailed amortization schedule if applicable
4. Financial Covenants: Detailed calculations and definitions for financial covenants
5. Security Documents: Forms of various security documents
6. Conversion Mechanics: Detailed procedures for implementing conversion rights
7. Form of Transfer Certificate: Standard form for transferring loan participations
8. Addresses for Notices: Contact details for all parties
9. Group Structure Chart: Corporate structure of the borrower group
Authors
Relevant legal definitions
Clauses
Relevant Industries
Real Estate Development
Infrastructure
Manufacturing
Technology
Healthcare
Retail
Hospitality
Energy
Telecommunications
Private Equity
Financial Services
Relevant Teams
Legal
Finance
Treasury
Risk Management
Compliance
Corporate Development
Investment Banking
Credit
Operations
Relevant Roles
Chief Financial Officer
Finance Director
Legal Counsel
Investment Manager
Corporate Finance Manager
Treasury Manager
Risk Manager
Compliance Officer
Investment Banker
Private Equity Manager
Credit Risk Officer
Corporate Development Manager
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