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Mezzanine Debt Term Sheet
"I need a Mezzanine Debt Term Sheet under Austrian law for a €50 million facility to finance a tech company acquisition, including warrant coverage of 5% and board observer rights, with expected closing in March 2025."
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
Authors
Acquisition
Additional Lenders
Affiliate
Applicable Margin
Availability Period
Business Day
Cash Interest
Cash Pay Interest Rate
Change of Control
Commitment
Compliance Certificate
Default
EBITDA
Equity Cure
Equity Documents
Equity Kicker
Event of Default
Facility
Facility Agreement
Final Maturity Date
Finance Documents
Financial Covenants
Financial Indebtedness
Financial Quarter
Financial Year
Group
Guarantors
Holding Company
Interest Payment Date
Interest Period
Intercreditor Agreement
Legal Reservation
Leverage Ratio
Majority Lenders
Material Adverse Effect
Mezzanine Documents
Mezzanine Finance Parties
Obligors
Original Lenders
Permitted Acquisition
Permitted Disposal
Permitted Financial Indebtedness
Permitted Security
PIK Interest
PIK Margin
Qualifying IPO
Relevant Jurisdiction
Security
Security Documents
Senior Facilities
Senior Lenders
Subordination
Subsidiary
Tax
Total Commitments
Transaction Documents
Transaction Security
Utilisation
Utilisation Date
Utilisation Request
Warrants
Facility Terms
Purpose
Availability
Repayment
Interest
PIK Interest
Fees and Expenses
Security
Guarantees
Ranking and Subordination
Equity Participation Rights
Financial Covenants
Information Covenants
General Undertakings
Representations and Warranties
Conditions Precedent
Events of Default
Prepayment Events
Change of Control
Transfer and Assignment
Majority Lender Decisions
Amendments and Waivers
Confidentiality
Notices
Intercreditor Provisions
Tax Provisions
Increased Costs
Payment Mechanics
Set-off Rights
Governing Law
Enforcement
Dispute Resolution
Board Rights
Exit Rights
Information Rights
Anti-Dilution Protection
Security Sharing
Syndication Rights
Private Equity
Real Estate
Manufacturing
Technology
Healthcare
Infrastructure
Retail
Energy
Telecommunications
Financial Services
Professional Services
Industrial
Consumer Goods
Media & Entertainment
Legal
Finance
Treasury
Risk Management
Compliance
Corporate Development
Investment
Capital Markets
Credit
Portfolio Management
Corporate Finance
Strategy
Banking
Chief Financial Officer
Finance Director
Treasury Manager
Investment Director
Legal Counsel
Corporate Lawyer
Investment Manager
Private Equity Partner
Debt Fund Manager
Capital Markets Director
Managing Director
Transaction Manager
Risk Manager
Portfolio Manager
Compliance Officer
Financial Controller
Investment Banker
Senior Banker
Relationship Manager
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