The Mezzanine Loan Agreement is a sophisticated financing document used when a company requires funding that sits between senior debt and equity in the capital structure. This agreement, governed by German law, provides a flexible financing solution that typically offers higher returns for lenders while giving borrowers more flexible terms than traditional senior debt. The document is particularly useful in acquisition financing, growth capital, or restructuring scenarios where traditional bank financing may be insufficient or unavailable. The agreement must comply with German banking regulations and corporate law requirements while incorporating market-standard provisions for subordination, security, and potential equity participation. The Mezzanine Loan Agreement includes detailed provisions on interest payments (often including payment-in-kind options), financial covenants, information rights, and usually contains comprehensive intercreditor provisions to regulate the relationship with other creditors.
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1. Parties: Identification of the lender(s), borrower(s), and any guarantors or security providers
2. Background: Context of the transaction and relationship between the parties
3. Definitions and Interpretation: Definitions of terms used in the agreement and rules of interpretation
4. The Facility: Details of the mezzanine loan facility, including amount, purpose, and availability
5. Conditions Precedent: Conditions that must be satisfied before drawdown
6. Drawdown: Procedures and requirements for utilizing the facility
7. Interest: Interest rates, calculation methods, and payment provisions
8. Repayment and Prepayment: Terms for scheduled repayment and voluntary/mandatory prepayment
9. Ranking and Subordination: Position of the mezzanine debt in the capital structure and subordination terms
10. Security: Security package and enforcement rights
11. Representations and Warranties: Statements of fact and law made by the borrower
12. Information Undertakings: Obligations to provide financial and other information
13. General Undertakings: Positive and negative covenants of the borrower
14. Financial Covenants: Financial ratios and tests to be maintained
15. Events of Default: Circumstances allowing acceleration of the loan
16. Changes to Parties: Transfer and assignment provisions
17. Administration: Payment mechanics and administrative provisions
18. Governing Law and Jurisdiction: Choice of German law and jurisdiction provisions
1. PIK Interest Provisions: Include when interest can be paid in kind rather than cash
2. Conversion Rights: Include when the mezzanine loan can be converted to equity
3. Warrant Provisions: Include when warrants are part of the mezzanine package
4. Intercreditor Provisions: Include when there are multiple classes of debt requiring intercreditor arrangements
5. Parent Company Guarantee: Include when upstream guarantees are required
6. Agent Provisions: Include when there are multiple lenders requiring an agent
7. Exit Provisions: Include specific provisions regarding exit events or IPO
8. Currency Provisions: Include for multi-currency facilities
1. Conditions Precedent: List of required documents and conditions
2. Form of Drawdown Request: Template for borrower to request loan disbursement
3. Form of Transfer Certificate: Template for transfer of loan participations
4. Financial Covenants Calculations: Detailed methodology for financial covenant calculations
5. Security Documents: Forms of security agreements and pledges
6. Repayment Schedule: Detailed amortization schedule if applicable
7. Form of Compliance Certificate: Template for periodic compliance certification
8. Existing Financial Indebtedness: List of permitted existing debt
9. Group Structure Chart: Corporate structure of the borrower group
10. Required Insurance: Details of required insurance coverage
11. Form of Accession Deed: Template for additional parties joining the agreement
12. Conversion Terms: Detailed terms and calculations for any conversion rights
Authors
Relevant legal definitions
Clauses
Relevant Industries
Private Equity
Real Estate
Manufacturing
Technology
Healthcare
Infrastructure
Renewable Energy
Retail
Telecommunications
Professional Services
Transportation
Hospitality
Financial Services
Relevant Teams
Legal
Finance
Treasury
Risk Management
Compliance
Credit
Corporate Development
Investment Banking
Private Equity
Portfolio Management
Real Estate Finance
Debt Capital Markets
Transaction Advisory
Corporate Banking
Relevant Roles
Chief Financial Officer
Finance Director
Treasury Manager
Legal Counsel
Corporate Lawyer
Investment Director
Credit Officer
Risk Manager
Managing Director
Investment Banking Associate
Debt Fund Manager
Private Equity Director
Restructuring Officer
Portfolio Manager
Compliance Officer
Financial Controller
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