The Mezzanine Debt Term Sheet is a crucial document used in complex financing transactions where there is a need for additional financing that sits between senior debt and equity in the capital structure. This document is particularly relevant in the Swiss market where sophisticated financing arrangements must comply with specific regulatory requirements and market practices. The term sheet serves as a preliminary agreement outlining the key commercial and legal terms of the mezzanine financing, including facility amount, pricing, security package, subordination arrangements, and any equity-linked features. It forms the basis for the detailed transaction documents and is typically used in situations such as leveraged buyouts, real estate developments, or corporate expansions where traditional bank financing alone is insufficient. The document must comply with Swiss financial regulations, including FINMA requirements and the Swiss Code of Obligations, particularly regarding security arrangements and subordination mechanics.
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1. Parties: Identification of the borrower, lender(s), and any guarantors or security providers
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 accordion features
5. Purpose: Permitted uses of the mezzanine financing proceeds
6. Interest and Fees: Interest rate, payment frequency, PIK options, arrangement fees, and other costs
7. Term and Repayment: Facility duration, repayment schedule, and prepayment provisions
8. Ranking and Subordination: Position in the capital structure and relationship with other debt/equity
9. Security Package: Collateral and guarantees securing the facility
10. Key Covenants: Financial and operational covenants, including leverage ratios and restrictions
11. Events of Default: Circumstances triggering default and enforcement rights
12. Governance Rights: Board representation, voting rights, and information rights
13. Transfer Provisions: Restrictions on transfer of the mezzanine debt
14. Conditions Precedent: Requirements to be satisfied before drawdown
1. Conversion Rights: Terms for converting debt to equity, included when the mezzanine financing has equity-like features
2. Warrants: Terms of any warrant coverage, included when equity upside is part of the financing package
3. Exit Rights: Provisions regarding change of control or IPO scenarios, included for longer-term facilities
4. Intercreditor Terms: Key terms of intercreditor arrangements, included when there are multiple classes of debt
5. Currency and Hedging: Required for cross-border transactions or when currency hedging is required
6. Tax Considerations: Included when specific tax structuring is relevant to the transaction
1. Term Sheet Summary: Executive summary of key commercial terms
2. Sources and Uses: Detailed breakdown of funding sources and intended uses
3. Corporate Structure Chart: Diagram showing relevant corporate entities and security providers
4. Financial Covenant Calculations: Detailed methodology for calculating financial covenants
5. Security Package Overview: Detailed list of assets subject to security and relevant jurisdictions
6. Indicative Repayment Schedule: Projected repayment timeline including any PIK interest capitalization
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