The Mezzanine Loan Term Sheet is a preliminary document used in sophisticated financing transactions where there is a need for capital that ranks between senior debt and equity in terms of risk and priority. This document is typically employed when companies require growth capital, acquisition financing, or restructuring funding, and traditional senior debt alone is insufficient. The term sheet, governed by Austrian law, serves as a roadmap for the transaction, outlining essential commercial and legal terms including the facility amount, interest structure, security package, covenants, and any equity participation rights. It must comply with Austrian banking regulations, corporate law requirements, and financial services legislation, while also addressing intercreditor relationships with senior lenders. The document is crucial for negotiating and documenting the final terms of the mezzanine financing and forms the basis for the detailed loan documentation that follows.
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1. Parties: Identification of the mezzanine lender(s), borrower(s), guarantors, and any other key parties to the transaction
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: Type, purpose, and amount of the mezzanine facility
5. Term and Availability: Duration of the facility and conditions for drawdown
6. Interest and Fees: Interest rate structure, payment frequency, fees (arrangement, commitment, etc.)
7. Repayment Terms: Amortization schedule, bullet payment, prepayment provisions
8. Security Package: Details of security interests, guarantees, and their ranking
9. Equity Kicker: Terms of any equity participation rights, warrants, or conversion features
10. Key Covenants: Financial and operational covenants, including maintenance ratios
11. Events of Default: Circumstances triggering default and enforcement rights
12. Conditions Precedent: Conditions required before facility becomes available
13. Representations and Warranties: Standard statements about borrower's status and capacity
14. Governing Law and Jurisdiction: Specification of Austrian law and jurisdiction
1. Intercreditor Arrangements: Required if there are multiple classes of debt, detailing the relationship between senior, mezzanine, and junior creditors
2. PIK Interest Provisions: Include if the facility allows for payment-in-kind interest
3. Exit Rights: Include if there are specific provisions regarding change of control or IPO scenarios
4. Board Rights: Include if the lender receives board observation or nomination rights
5. Information Rights: Include if there are specific reporting requirements beyond standard covenants
6. Tax Considerations: Include if there are specific tax structuring elements or considerations
7. Transfer Provisions: Include if there are specific restrictions or rights regarding transfer of the mezzanine debt
1. Transaction Structure Chart: Diagram showing the relationship between parties and security structure
2. Sources and Uses: Breakdown of funding sources and intended use of proceeds
3. Financial Covenant Calculations: Detailed methodology for calculating financial covenants
4. Warrant Terms: Detailed terms of any warrant instruments (if applicable)
5. Fee Schedule: Detailed breakdown of all fees and their calculation methodology
6. Required Approvals: List of regulatory and corporate approvals required
7. Form of Drawdown Request: Template for requesting disbursement under the facility
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