Term sheet meaning

This checklist outlines the principal ISDA documentary points that should be considered during a financing transaction. Term sheet stage If acting for a borrower and specialist hedging advisers are engaged, obtain their input on the term sheet. If acting for a borrower, confirm the total pricing of the deal is clear (covering both the loan and the hedge). A borrower may pick a lender for a low loan margin, only to find that the swap credit spread from the same lender renders the overall economics less appealing than those from another lender. Are the loan and hedging set on an IBOR basis (eg EURIBOR) or on a risk free rate (eg SONIA or SOFR)? Does the lender require a zero floor in its loan? If acting for a borrower, ensure the borrower understands the consequences of any mismatch between this and the hedging documentation. ...

Introduction Guidance on establishing a medium term note (MTN) programme is set out in Practice Note: Setting up an MTN Programme—timeline of process. This Practice Note concentrates on the steps for an issuance of notes (a drawdown) carried out under an MTN programme (the programme) once that programme has been put in place. Type of drawdown A programme will ordinarily provide for two forms of drawdown: a drawdown agreed between the issuer and a dealer (a dealer drawdown); and a drawdown agreed between the issuer and a group, or syndicate, of dealers (a syndicated drawdown). In addition, the programme will usually permit further dealers to accede to the programme, either as permanent members of the dealer panel or for the purposes of a single drawdown. Notification to dealer(s) The issuer then notifies the dealer(s) of its intention to draw down under the programme—this can be done by means of a term sheet or by way of an Initial...

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Emagine Films Ltd v Mister Smith Entertainment Ltd and another company [2019] EWHC 2085 (Ch) (30 July 2019) What are the practical implications of this case? This decision underlines how difficult it is to legislate for every eventuality in preliminary papers for complex deals, and how implied terms can be used to address unforeseen gaps. An unanticipated issue arose after the term sheet was signed: the producer declined to accept terms consistent with those originally contemplated. The problem did not lie in the term sheet anticipating further formal documentation; that feature did not, by itself, render the arrangement uncertain or ineffective. Rather, the difficulty stemmed from the producer’s refusal to agree to fundamental matters that both Mister Smith and Emagine had assumed would be accepted. In those circumstances, the court was willing to imply a term that brought the term sheet contract to an end. The outcome illustrates that, where expectations central to a term sheet are not met, an implied term may operate to terminate the...

Vanbo Investments Pte Ltd v ph AG [2026] SGHC 65 What are the practical implications of the case? Pin down the governing jurisdiction clause at the start, right at the outset, without delay, early too. For transactions spread across several contracts, each with its own dispute resolution term, the operative provision turns on the dispute’s ‘pith and substance’—the agreement most closely tied to the claims actually advanced. If the parties meant one clause to regulate the relationship as a whole, a primacy provision (here, a Term Sheet term stating that the Shareholders’ Agreement prevails in any inconsistency) is decisive. Where an exclusive jurisdiction clause applies, the ‘strong cause’ standard is engaged. The case underscores that, once such a clause is operative, the controlling inquiry is whether ‘strong cause’ exists to refuse a stay. The threshold is exacting—mere inconvenience and unfamiliarity with foreign law do not suffice, especially where these were foreseeable when the exclusive clause was agreed. Concern about fragmentation...

Alpha Schools (Holdings) Ltd v Signal Alpha III Fund LP [2024] EWHC 2862 (Ch) What are the practical implications of this case? Submissions in this matter dwelt on the gravity of pleading fraud to resist a petition debt, and how far a cross-claim must be set out in particulars. The court confirmed it will look to the essence of the allegation, even where not every element of the proposed cross-claim can yet be specified. The successful opposition here offers a useful comparator for debtors assessing whether they have adequate material to advance a like contention. For creditors, the decision reiterates the need for care when drafting any paper intended to fix liability on a debtor. Documents such as a term sheet will not automatically amount to a binding agreement. Although not explored extensively given the finding on misrepresentation, it is noteworthy that the judge was unconvinced that the clauses relied upon were binding. In short, at the petition stage the court places substance above form. Equally, parties should...

Term Meaning Accounting reference date On incorporation, a company is typically assigned an accounting reference date, being the final day of the month that contains the anniversary of its incorporation. Directors can alter this by submitting the relevant form to the Registrar of Companies. It denotes the end of the annual accounting period and is also called the balance sheet date. Accounts payable Sums a business or individual owes to others for goods or services already received. Accounts receivable Sums due to a business or individual from others for goods or services supplied. Accrual In company accounts, recognition of income earned or costs incurred during a reporting period, even though the cash has not yet been received or paid. Adjusted earnings Where reported earnings are affected, positively or negatively, by exceptional one-off events in the year, directors may present adjusted earnings to clarify performance. These are earnings with exceptional items excluded, which they believe better indicate the underlying results...

Timing Loan transactions usually begin with the term sheet (also called heads of terms) alongside the mandate stage. In this early phase, the parties put confidentiality arrangements in place, settle the key deal terms, and clarify their respective roles. The duration of this stage can shift markedly, shaped by the deal’s nature and complexity. The level of detail in a term sheet also differs: sometimes it records only the principal commercial points, with matters such as representations and undertakings noted only briefly (eg ‘usual representations’). In other cases—particularly for specialist deals like leveraged finance—it can be highly detailed. Reaching agreement on a thorough term sheet at the outset can trim later time and cost when negotiating the loan and security documents. What happens during this stage of the transaction? The parties exchange confidential information At the very outset of a prospective deal, the parties seek to share information considered confidential and sensitive to decide whether to proceed with a potential transaction or relationship. To manage and...

This Practice Note considers the LMA’s recommended single-currency term facility agreement for pre-export financings that references term SOFR (the ‘PXF Document’), provided as a template for documenting pre-export finance transactions. It was published by the Loan Market Association (the ‘LMA’). It serves as a model document for pre-export finance transactions incorporating term SOFR arrangements. What is pre-export finance (PXF)? In a standard PXF, a lender advances funds straight to a producer (the ‘Borrower’) to finance the manufacture of goods for export. The Borrower assigns to the lender its rights arising under export contracts entered into with buyers of those goods. Those buyers are required to pay for the goods directly into a collection account, over which the lender typically takes security. The lender may also take security over the goods before sale, for example by taking a pledge while the goods are stored in a warehouse. Sums received into the collection account are applied by the lender to satisfy repayments due under the facility agreement on the relevant...

The parties agree: From: [ insert name of publisher ] (‘we’ and ‘us’) of [ insert address ] From: [ insert name of company ] (‘you’ and ‘your’) of [ insert address ] Dated: [ insert date ] Dear [ insert organisation name ] ‘[ insert name of programme ]’ (the Programme) 1 Subject to, and in consideration of, your payment to us of the amounts specified in Schedule 1 (receipt of which is acknowledged), we hereby provide you with a non-exclusive licence covering the musical and literary works (the Works), the details of which are set out on the cue sheet in Schedule 2...

I am pleased to confirm you have been granted indefinite leave to [enter OR remain in] the UK, and you are now considered to hold settled status. Please note that the details below are correct today, though UK immigration law is frequently updated. Indefinite leave to enter (settlement): you have been given a short-term entry clearance valid for 90 days from [insert date] to facilitate travel to the UK. Contact us urgently if anything arises that prevents you from travelling within this timeframe. Indefinite leave to remain (settlement): this confirms you are settled in the UK. Accessing your eVisa Your indefinite leave to [enter OR remain in] the UK is provided in digital form (an ‘eVisa’). To set up a UK Visas & Immigration (UKVI) online account, go to the Home Office’s Get access to your eVisa page on GOV.UK...

Term sheet for an unsecured syndicated facility for an investment grade borrower incorporated as a limited liability company in England and Wales with or without guarantees In respect of a £[ • ] term loan facility for [ insert name of borrower ] Date [ • ] 20[ • ] This term sheet is illustrative only, outlining the matters expected in the final documentation. It serves as a guide to content. It does not constitute an offer to make the facility available. Provision of the facility is conditional on satisfactory due diligence, credit committee approval [ , the mandate letter ] and satisfactory final documentation...

Was a tenancy created with this agreement? Because the term is under three years, a lease can still indeed be valid even though it was not executed as a deed. Therefore, a tenancy could have come into being based, provided there is exclusive possession (see commentary Halsburys Laws of England, 8. Nature of grant of exclusive possession), certainty of term, and payment of rent. The tenancy might also have been protected by the Landlord and Tenant Act 1954 (LTA 1954) on the footing that it was a fixed term lasting more than six months in duration...