The Mezzanine Debt Term Sheet is a preliminary document used in Malaysian financing transactions to establish the framework for a mezzanine debt facility, which sits between senior debt and equity in the capital structure. This document is typically used when companies require growth capital, acquisition financing, or restructuring support, but either cannot or choose not to rely solely on conventional bank debt or equity funding. The term sheet outlines the proposed terms of the facility, including both debt characteristics (interest rates, repayment terms, security) and equity features (warrants, conversion rights, board representation). It serves as the basis for negotiation and subsequent preparation of definitive financing agreements, ensuring alignment between the mezzanine lender and the borrower on key commercial and legal terms while complying with Malaysian financial regulations and market practices.
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1. Parties: Identification of the borrower, lender, and any guarantors or key stakeholders
2. Transaction Overview: Brief summary of the proposed mezzanine financing structure and purpose
3. Facility Amount: Size of the mezzanine facility and any tranching details
4. Purpose: Intended use of proceeds
5. Interest Rate and Payment Terms: Details of interest rate structure, including cash pay and PIK components
6. Maturity and Repayment: Term of the facility and repayment structure
7. Security and Ranking: Position in the capital structure and any security requirements
8. Equity Kicker: Details of warrants, conversion rights, or other equity participation
9. Key Covenants: Financial and operational covenants
10. Events of Default: Circumstances triggering default
11. Conditions Precedent: Key conditions to be satisfied before funding
12. Fees: All applicable fees including arrangement, commitment, and exit fees
1. Mandatory Prepayment: Include when specific events requiring mandatory prepayment need to be defined
2. Board Rights: Include when lender requires board representation or observer rights
3. Information Rights: Include when specific reporting requirements beyond standard covenants are needed
4. Intercreditor Provisions: Include when there are multiple classes of debt requiring priority arrangements
5. Exit Rights: Include when specific provisions for IPO or sale scenarios are required
6. Tag-Along/Drag-Along Rights: Include when equity-like features require specification of shareholder rights
1. Cap Table: Current and pro forma capitalization of the borrower
2. Sources and Uses: Detailed breakdown of funding sources and intended uses
3. Financial Covenant Calculations: Detailed methodology for calculating financial covenants
4. Warrant Terms: Detailed terms of any warrant instruments
5. Corporate Structure Chart: Organization chart showing corporate structure and security package
Relevant legal definitions
Clauses
Relevant Industries
Real Estate Development
Manufacturing
Technology
Healthcare
Infrastructure
Renewable Energy
Retail
Hospitality
Education
Telecommunications
Agriculture
Mining
Oil and Gas
Financial Services
Relevant Teams
Legal
Finance
Treasury
Corporate Development
Risk Management
Investment
Compliance
Corporate Finance
Board of Directors
Executive Management
Relevant Roles
Chief Financial Officer
Finance Director
Treasury Manager
Investment Director
Legal Counsel
Corporate Finance Manager
Investment Banker
Private Equity Manager
Debt Fund Manager
Risk Manager
Commercial Director
Managing Director
Chief Executive Officer
Corporate Development Manager
Financial Controller
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