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Mezzanine Loan Agreement for Singapore

Mezzanine Loan Agreement Template for Singapore

A Singapore law-governed Mezzanine Loan Agreement is a sophisticated financing document that sits between senior debt and equity in the capital structure. It provides for subordinated debt financing with potential equity-like features, typically including higher interest rates and possible conversion rights. The agreement incorporates specific provisions required under Singapore law, including compliance with the Banking Act, Securities and Futures Act, and relevant MAS regulations, while addressing the unique characteristics of mezzanine financing such as subordination, security arrangements, and potential equity participation.

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Mezzanine Loan Agreement

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What is a Mezzanine Loan Agreement?

The Mezzanine Loan Agreement under Singapore law is utilized when companies require financing that bridges the gap between senior debt and equity financing. This hybrid instrument typically offers flexible terms and higher returns for lenders while providing borrowers with less dilutive funding compared to pure equity. The agreement must comply with Singapore's regulatory framework, including banking and securities laws, while addressing complex intercreditor relationships. The document includes detailed provisions on interest payments, security arrangements, conversion rights (if applicable), and subordination mechanisms, making it a crucial tool for growth financing and strategic transactions.

What sections should be included in a Mezzanine Loan Agreement?

1. Parties: Identification of lender, borrower, and any guarantors

2. Background: Context of the loan and relationship between parties

3. Definitions: Key terms used throughout the agreement

4. Facility and Purpose: Loan amount, purpose, and drawdown conditions

5. Interest and Fees: Interest rate, calculation method, payment terms

6. Repayment Terms: Repayment schedule, prepayment provisions

7. Security: Collateral arrangements and subordination provisions

8. Representations and Warranties: Statements of fact by borrower

9. Covenants: Positive and negative obligations of borrower

What sections are optional to include in a Mezzanine Loan Agreement?

1. Conversion Rights: Terms for converting debt to equity, if applicable

2. Intercreditor Provisions: Required when multiple creditors are involved

3. Tax Provisions: Specific tax treatment and obligations

4. Change of Control: Provisions dealing with ownership changes

What schedules should be included in a Mezzanine Loan Agreement?

1. Drawdown Notice: Form for requesting loan disbursements

2. Repayment Schedule: Detailed payment timeline

3. Security Documents: Forms of security agreements and guarantees

4. Financial Covenants: Detailed financial ratios and requirements

5. Conditions Precedent: List of required documents and conditions

Authors

Alex Denne

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

Jurisdiction

Singapore

Document Type

Financing Agreement

Cost

Free to use
Relevant legal definitions





















































Clauses




































Industries

Banking Act (Cap. 19): Primary legislation that regulates banking business and financial institutions in Singapore, including lending restrictions and requirements

Securities and Futures Act (Cap. 289): Governs securities, futures and derivatives markets, relevant for security arrangements and convertible instruments in mezzanine financing

Companies Act (Cap. 50): Regulates corporate borrowing powers, financial assistance provisions, and registration of charges

Moneylenders Act (Cap. 188): Governs moneylending activities, including licensing requirements and restrictions for non-bank lenders

Civil Law Act (Cap. 43): Covers contract formation, enforcement, and interest rate provisions in Singapore

Property Law Act (Cap. 242): Relevant when real estate assets are involved as security in the mezzanine financing structure

Insolvency, Restructuring and Dissolution Act 2018: Governs priority of claims, security enforcement, and subordination arrangements in insolvency scenarios

MAS Guidelines: Regulatory requirements from Monetary Authority of Singapore, including financial institution regulations and anti-money laundering requirements

Foreign Exchange Regulations: Regulatory framework governing cross-border financial transactions and currency exchange aspects

Common Law Principles: Fundamental legal principles including contract law, equity and trust principles, and rules governing security and guarantees

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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