The Mezzanine Debt Term Sheet is a preliminary document used in UAE financing transactions to outline the principal terms and conditions of a proposed mezzanine financing arrangement. It serves as a bridge between initial commercial discussions and final documentation, typically employed in situations where companies seek additional funding beyond senior debt but before equity. The document reflects UAE legal requirements and market practice, including compliance with Federal Law No. 32 of 2021 (Commercial Companies Law) and Federal Law No. 14 of 2018 (Central Bank Law). It captures essential terms such as pricing structure, security package, intercreditor arrangements, and any equity-linked features, forming the basis for negotiation and eventual preparation of definitive financing documents.
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1. Parties: Identification of the lender(s), borrower(s), sponsor(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. Transaction Overview: Summary of the financing structure, amount, and purpose
5. Facility Terms: Key terms including type, amount, purpose, availability period, and tenor
6. Pricing and Fees: Interest rate, payment terms, upfront fees, and other monetary considerations
7. Security Package: Description of collateral, guarantees, and security interests
8. Ranking and Subordination: Priority position relative to other debt and intercreditor principles
9. Conditions Precedent: Requirements to be satisfied before funding
10. Key Covenants: Financial and operational covenants, including financial ratios and restrictions
11. Events of Default: Circumstances that trigger default and enforcement rights
12. Governing Law and Jurisdiction: Applicable law and dispute resolution provisions
1. Equity Kickers: Terms of any equity participation rights or warrants, if applicable
2. Board Rights: Observer or voting rights on the borrower's board, if applicable
3. Exit Rights: Terms related to change of control, IPO, or other exit scenarios
4. Conversion Rights: Terms for converting debt to equity, if applicable
5. Information Rights: Specific reporting and information access requirements beyond standard covenants
6. Tax Considerations: Specific tax structuring elements if relevant to the transaction
7. Shareholder Matters: Any specific requirements or restrictions related to shareholders
8. Islamic Finance Compliance: Specific structures and terms for Sharia compliance if required
1. Corporate Structure Chart: Diagram showing the corporate structure and security package
2. Sources and Uses of Funds: Detailed breakdown of funding sources and intended uses
3. Key Financial Terms Summary: Summary table of principal financial terms and calculations
4. Indicative Timetable: Proposed timeline for documentation and closing
Relevant legal definitions
Mezzanine Facility
Facility Amount
Interest Rate
PIK Interest
Cash Interest
Maturity Date
Security Package
Senior Debt
Subordination
Financial Covenants
Change of Control
Event of Default
Business Day
Closing Date
Conditions Precedent
Security Agent
Facility Agent
Intercreditor Agreement
Borrower
Guarantor
Sponsor
Permitted Indebtedness
Security Interest
Material Adverse Effect
Utilization
Interest Period
Default Interest
Mandatory Prepayment
Voluntary Prepayment
Equity Conversion Rights
Exit Event
Financial Statements
Governing Law
Security Documents
Leverage Ratio
Interest Coverage Ratio
Availability Period
Upfront Fee
Arrangement Fee
Commitment Fee
Drawdown Notice
Default Notice
Enforcement Action
Hedge Agreement
Permitted Distribution
Restricted Payment
Transaction Documents
Warrants
Facility Amount
Interest Rate
PIK Interest
Cash Interest
Maturity Date
Security Package
Senior Debt
Subordination
Financial Covenants
Change of Control
Event of Default
Business Day
Closing Date
Conditions Precedent
Security Agent
Facility Agent
Intercreditor Agreement
Borrower
Guarantor
Sponsor
Permitted Indebtedness
Security Interest
Material Adverse Effect
Utilization
Interest Period
Default Interest
Mandatory Prepayment
Voluntary Prepayment
Equity Conversion Rights
Exit Event
Financial Statements
Governing Law
Security Documents
Leverage Ratio
Interest Coverage Ratio
Availability Period
Upfront Fee
Arrangement Fee
Commitment Fee
Drawdown Notice
Default Notice
Enforcement Action
Hedge Agreement
Permitted Distribution
Restricted Payment
Transaction Documents
Warrants
Clauses
Facility Terms
Interest and Fees
Security
Subordination
Conditions Precedent
Representations and Warranties
Financial Covenants
Information Covenants
General Undertakings
Events of Default
Acceleration Rights
Board Rights
Voting Rights
Exit Rights
Transfer Rights
Equity Conversion
Registration Rights
Tag-Along Rights
Drag-Along Rights
Confidentiality
Assignment
Amendments and Waivers
Notices
Governing Law
Dispute Resolution
Enforcement
Distribution Rights
Information Rights
Control Rights
Change of Control
Anti-dilution
Intercreditor Provisions
Mandatory Prepayment
Voluntary Prepayment
Interest and Fees
Security
Subordination
Conditions Precedent
Representations and Warranties
Financial Covenants
Information Covenants
General Undertakings
Events of Default
Acceleration Rights
Board Rights
Voting Rights
Exit Rights
Transfer Rights
Equity Conversion
Registration Rights
Tag-Along Rights
Drag-Along Rights
Confidentiality
Assignment
Amendments and Waivers
Notices
Governing Law
Dispute Resolution
Enforcement
Distribution Rights
Information Rights
Control Rights
Change of Control
Anti-dilution
Intercreditor Provisions
Mandatory Prepayment
Voluntary Prepayment
Relevant Industries
Real Estate Development
Infrastructure
Healthcare
Hospitality
Manufacturing
Technology
Retail
Energy
Transportation
Education
Financial Services
Construction
Relevant Teams
Legal
Finance
Treasury
Risk Management
Corporate Development
Compliance
Credit
Investment Banking
Private Equity
Corporate Finance
Business Development
Relevant Roles
Chief Financial Officer
Finance Director
Investment Manager
Legal Counsel
Corporate Lawyer
Investment Banker
Private Equity Manager
Treasury Manager
Risk Manager
Corporate Development Director
Managing Director
Business Development Manager
Financial Controller
Compliance Officer
Credit Risk Officer
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