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Mezzanine Debt Term Sheet Template for Singapore

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Key Requirements PROMPT example:

Mezzanine Debt Term Sheet

"Need a Mezzanine Debt Term Sheet for a Singapore-based technology company seeking SGD 20 million in growth capital, with PIK interest options and potential warrant coverage of 15%, to be executed by March 2025."

What is a Mezzanine Debt Term Sheet?

The Mezzanine Debt Term Sheet serves as a preliminary agreement documenting the proposed terms for a mezzanine financing transaction in Singapore. This document is typically used when companies require flexible financing solutions that bridge the gap between senior debt and equity financing. The term sheet outlines crucial elements including facility amount, interest rates, security package, conversion rights, and ranking provisions. Under Singapore's legal framework, the document must comply with various regulatory requirements, including those set by the Monetary Authority of Singapore and the Companies Act. The term sheet forms the basis for the subsequent detailed facility documentation.

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

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

2. Background: Context of the mezzanine financing arrangement

3. Definitions: Key terms used throughout the term sheet

4. Facility Amount: Size and nature of the mezzanine facility

5. Interest Rate and Payment Terms: Interest rates, payment schedules, and calculation methods

6. Security Package: Details of collateral and security arrangements

7. Ranking and Subordination: Priority position relative to other debt

8. Covenants: Financial and operational commitments

9. Events of Default: Circumstances triggering default

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

1. Equity Kickers: Optional provisions for equity participation rights when lender requires potential equity upside

2. Board Rights: Provisions for lender representation on borrower's board, typically for larger facilities with significant control rights

3. PIK Interest Provisions: Payment-in-kind interest terms when cash conservation is a priority

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

1. Security Assets Schedule: Detailed list of assets forming security package

2. Financial Covenants Schedule: Detailed financial ratios and thresholds

3. Form of Compliance Certificate: Template for periodic covenant compliance reporting

4. Conditions Precedent: List of required documents and conditions for closing

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 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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Industries

Companies Act (Cap. 50): Primary legislation governing corporate entities in Singapore, including corporate powers, share capital structure, and directors' duties

Securities and Futures Act (Cap. 289): Regulates securities offerings, financial instruments, and capital markets activities in Singapore

Banking Act (Cap. 19): Governs banking operations and financial institutions in Singapore, including lending activities

Moneylenders Act (Cap. 188): Regulates moneylending activities and provides framework for regulated lending in Singapore

Singapore Contract Law: Common law principles governing formation and enforcement of contracts in Singapore

MAS Guidelines: Regulatory guidelines issued by the Monetary Authority of Singapore for financial institutions and capital markets

MAS Notice 637: Specific regulations regarding capital adequacy requirements for banks and financial institutions

SGX Listing Rules: Requirements for listed companies on the Singapore Exchange, relevant if the borrower is publicly listed

Conveyancing and Law of Property Act: Governs real property transactions and security interests over real property

Registration of Deeds Act: Regulates the registration of legal documents relating to property transactions

Personal Property Securities Act: Framework for creation and enforcement of security interests in personal property

Insolvency, Restructuring and Dissolution Act 2018: Comprehensive legislation governing corporate insolvency, restructuring, and dissolution procedures

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