The Mezzanine Debt Term Sheet is a crucial document used when companies seek financing that bridges the gap between senior debt and equity. This document, governed by U.S. federal and state securities laws, sets forth the proposed terms for a complex financing structure that typically includes both debt and equity characteristics. The term sheet outlines key economic terms, security provisions, intercreditor arrangements, and any equity participation rights. It serves as a roadmap for subsequent detailed documentation and is particularly useful in complex transactions where multiple capital providers are involved. The document's importance lies in its role as a foundation for negotiation and eventual definitive agreements.
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1. Parties: Identification of lender(s) and borrower(s)
2. Transaction Overview: Summary of key terms and structure of the mezzanine financing
3. Facility Amount: Total amount of mezzanine debt being provided
4. Interest Rate and Payment Terms: Details of interest rate, payment schedule, and PIK provisions
5. Maturity and Amortization: Term of the loan and any amortization requirements
6. Security and Subordination: Description of security package and relationship to senior debt
7. Equity Kickers: Details of any warrants or equity participation rights
1. Syndication Rights: Terms for potential syndication of the debt (include when the lender may want to syndicate the debt)
2. Board Observer Rights: Rights of lender to observe board meetings (include when lender requires governance participation)
3. Prepayment Provisions: Terms for early repayment (include when early repayment options are contemplated)
1. Capitalization Table: Current and pro-forma capital structure
2. Financial Covenants Schedule: Detailed financial covenants and calculations
3. Use of Proceeds: Detailed breakdown of intended use of funds
4. Warrant Terms: Detailed terms of any warrant coverage (include when equity kickers include warrants)
Relevant legal definitions
Mezzanine Facility
Facility Amount
Interest Rate
PIK Interest
Cash Interest
Maturity Date
Security
Warrants
Conversion Rights
Senior Debt
Permitted Indebtedness
Change of Control
EBITDA
Financial Covenants
Material Adverse Effect
Equity Cure Rights
Prepayment Premium
Default Interest
Mandatory Prepayment Events
Intercreditor Agreement
Closing Date
Commitment Period
Use of Proceeds
Borrowing Base
Collateral
Guarantors
Permitted Liens
Pro Forma Basis
Strike Price
Board Observer Rights
Information Rights
Exit Rights
Tag-Along Rights
Drag-Along Rights
Subordination Terms
Event of Default
Acceleration Rights
Equity Securities
Participation Rights
Qualified IPO
Facility Amount
Interest Rate
PIK Interest
Cash Interest
Maturity Date
Security
Warrants
Conversion Rights
Senior Debt
Permitted Indebtedness
Change of Control
EBITDA
Financial Covenants
Material Adverse Effect
Equity Cure Rights
Prepayment Premium
Default Interest
Mandatory Prepayment Events
Intercreditor Agreement
Closing Date
Commitment Period
Use of Proceeds
Borrowing Base
Collateral
Guarantors
Permitted Liens
Pro Forma Basis
Strike Price
Board Observer Rights
Information Rights
Exit Rights
Tag-Along Rights
Drag-Along Rights
Subordination Terms
Event of Default
Acceleration Rights
Equity Securities
Participation Rights
Qualified IPO
Clauses
Transaction Structure
Facility Terms
Interest and Fees
Security Package
Subordination
Equity Participation
Conditions Precedent
Representations and Warranties
Covenants
Financial Covenants
Information Rights
Governance Rights
Events of Default
Remedies
Prepayment
Transfer Rights
Tag-Along Rights
Drag-Along Rights
Exit Rights
Confidentiality
Expenses and Indemnification
Amendments and Waivers
Assignment
Governing Law
Dispute Resolution
Notice Provisions
Intercreditor Provisions
Registration Rights
Change of Control
Anti-dilution Protection
Facility Terms
Interest and Fees
Security Package
Subordination
Equity Participation
Conditions Precedent
Representations and Warranties
Covenants
Financial Covenants
Information Rights
Governance Rights
Events of Default
Remedies
Prepayment
Transfer Rights
Tag-Along Rights
Drag-Along Rights
Exit Rights
Confidentiality
Expenses and Indemnification
Amendments and Waivers
Assignment
Governing Law
Dispute Resolution
Notice Provisions
Intercreditor Provisions
Registration Rights
Change of Control
Anti-dilution Protection
Relevant Industries
Relevant Teams
Relevant Roles
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