Mezzanine Loan Term Sheet for the United States

Mezzanine Loan Term Sheet Template for United States

A Mezzanine Loan Term Sheet is a preliminary document outlining the key commercial and legal terms for a hybrid debt instrument that combines elements of debt and equity financing. Under U.S. law, it sets forth the principal terms of the proposed financing, including interest rates, security package, equity participation rights, and key covenants, while establishing the framework for more detailed definitive documentation.

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What is a Mezzanine Loan Term Sheet?

The Mezzanine Loan Term Sheet serves as a critical document in complex financing transactions, bridging the gap between senior debt and equity. This document type is commonly used when companies seek additional financing beyond traditional senior debt, particularly in leveraged buyouts, real estate developments, or growth capital scenarios. A well-structured Mezzanine Loan Term Sheet typically outlines the proposed terms for subordinated debt with equity-like features, including potential equity participation rights, while complying with U.S. federal and state lending regulations. It serves as the foundation for negotiating and drafting definitive loan documentation.

What sections should be included in a Mezzanine Loan Term Sheet?

1. Parties: Identification of lender and borrower, including full legal names and addresses

2. Background: Purpose of the mezzanine loan and context of the transaction

3. Definitions: Key terms used throughout the term sheet

4. Facility Amount: Total amount of the mezzanine loan facility

5. Interest Rate and Payment Terms: Interest rate structure, payment schedule, and PIK provisions

6. Security and Collateral: Description of security package and collateral requirements

7. Maturity and Exit: Term of the loan and exit provisions

8. Key Covenants: Financial and operational covenants

What sections are optional to include in a Mezzanine Loan Term Sheet?

1. Warrants/Equity Kickers: Terms of any equity participation rights (used when the deal includes equity participation components)

2. Syndication Provisions: Terms for loan syndication (used for larger loans that may be syndicated)

3. Prepayment Terms: Voluntary and mandatory prepayment provisions (used when early repayment options are offered)

What schedules should be included in a Mezzanine Loan Term Sheet?

1. Schedule A - Financial Covenants: Detailed financial covenant calculations and thresholds

2. Schedule B - Security Package: Detailed description of collateral and security arrangements

3. Schedule C - Conditions Precedent: List of required documents and conditions for loan closing

4. Schedule D - Fee Structure: Detailed breakdown of all fees and charges

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

United States

Publisher

Genie AI

Cost

Free to use
Relevant legal definitions
Clauses
Industries

Securities Acts: Securities Act of 1933 and Securities Exchange Act of 1934 - Fundamental federal laws governing securities transactions and registration requirements

TILA: Truth in Lending Act - Federal law requiring disclosure of credit terms and standardized calculation methods for credit costs

ECOA: Equal Credit Opportunity Act - Prohibits discrimination in lending practices and ensures equal access to credit

Dodd-Frank Act: Comprehensive financial reform legislation affecting lending practices, risk retention, and consumer protection

UCC Article 9: Uniform Commercial Code Article 9 governing secured transactions, including creation and perfection of security interests

State Usury Laws: State-specific limitations on interest rates and fee structures for lending transactions

State Securities Regulations: State-level requirements for securities registration and exemptions, known as 'Blue Sky Laws'

State Lending Requirements: State-specific licensing, registration, and operational requirements for lenders

State Foreclosure Laws: State-specific procedures and requirements for enforcement and foreclosure actions

Federal Reserve Regulations: Banking regulations affecting lending practices, capital requirements, and risk management

SEC Regulations: Securities and Exchange Commission rules governing registration, disclosure, and trading of securities

Risk Retention Rules: Requirements for lenders to retain a portion of the credit risk in certain transactions

LSTA Guidelines: Loan Syndications and Trading Association standards for loan documentation and trading practices

U.S. Bankruptcy Code: Federal bankruptcy laws affecting creditor rights, priorities, and restructuring procedures

Intercreditor Principles: Legal framework governing relationships between different classes of creditors, including subordination arrangements

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