The Mezzanine Debt Term Sheet is a critical preliminary document used in sophisticated financing transactions where there is a need for flexible funding solutions that sit between senior debt and equity in the capital structure. This document is specifically tailored to comply with Austrian legal requirements and market practice, incorporating necessary provisions under Austrian banking laws, corporate regulations, and capital markets requirements. It serves as the basis for negotiation and subsequent detailed documentation, outlining essential terms such as pricing, tenor, security package, covenants, and any equity-linked elements. The term sheet is typically used in scenarios such as leveraged buyouts, growth capital financing, acquisition financing, or corporate restructuring, where traditional senior debt alone may not be sufficient or appropriate for the transaction structure.
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1. Parties: Identification of the borrower, lender(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. Facility Amount: Size of the mezzanine facility and any tranching structure
5. Purpose: Specified use of proceeds
6. Term and Maturity: Duration of the facility and maturity date
7. Interest Rate: Cash pay interest rate, PIK interest components, and payment frequency
8. Fees: All applicable fees including arrangement, commitment, and exit fees
9. Ranking and Subordination: Position in the capital structure and relationship with other debt
10. Security: Description of any security package and guarantees
11. Key Covenants: Financial and non-financial covenants
12. Events of Default: Circumstances triggering default
13. Conditions Precedent: Conditions required before drawdown
14. Representations and Warranties: Standard confirmations from the borrower
15. Governing Law: Specification of Austrian law as governing law
1. Equity Kicker: Terms of any equity participation rights, used when the mezzanine includes warrants or conversion rights
2. Intercreditor Provisions: Required when there are multiple classes of debt requiring formal ranking arrangements
3. Board Observer Rights: Include when lender requires board observation or participation rights
4. Exit Rights: Special provisions relating to change of control or IPO scenarios
5. Management Rights: Include when deal includes specific management obligations or restrictions
6. Syndication Rights: Include when the facility may be syndicated to other lenders
7. Information Rights: Detailed reporting requirements beyond standard covenants, used for larger facilities
1. Capital Structure: Detailed breakdown of the existing and pro-forma capital structure
2. Financial Covenants Calculations: Detailed definitions and calculation methodologies for financial covenants
3. Security Package Details: Comprehensive list of assets subject to security and form of security
4. Warranties Schedule: Detailed list of required representations and warranties
5. Fee Schedule: Detailed breakdown of all fees and their calculation methods
6. Form of Drawdown Request: Template for drawdown requests
7. Corporate Structure Chart: Diagram showing corporate structure and security providers
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