Jurisdiction(s):
United Kingdom

Related legal acts

Key definition

Term sheet definition

What does Term sheet mean? A term sheet sets out the principal commercial terms agreed in principle for a proposed transaction (for example, an equity investment, M&A deal, financing or joint venture) to guide due diligence and the drafting of definitive agreements. It is a descriptive expression, not defined in legislation, and is used interchangeably with heads of terms/heads of agreement, letter of intent (LOI) and memorandum of understanding (MOU). Term sheets typically outline price/valuation, structure, key conditions precedent, governance/controls, warranties framework, timetable and any consents. As a matter of general contract principles across England and Wales, Scotland, Northern Ireland and Ireland, they...

LMA Mandate Letters: Clause-by-Clause Analysis and Negotiation in Syndicated Loans—Underwritten vs Best Efforts, MAC, Clear Market and Market Flex

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Practice notes

When are mandate letters used?

Mandate letters are ordinarily executed at the outset of a deal and are frequently appended to an agreed term sheet. They most commonly arise in syndicated transactions, serving to record the engagement terms between the borrower and the lenders that will front the syndication for the transaction (the Mandated Lead Arrangers, or MLAs). They also capture the agreed approach to the syndication of the debt. For further detail, see Practice Note: How to draft and negotiate mandate letters in loan transactions. The Loan Market Association (LMA) has two forms of mandate letter: both underwritten and best efforts. Members may obtain these documents via the LMA website. Under an underwritten mandate letter, the underwriters (often the same entities as the MLAs) commit to advance a specified share of the required debt which, in aggregate, is sufficient to fund the full required amount, irrespective of whether they succeed in bringing in other lenders to join the deal or not. This commitment applies even if no additional lenders are found to participate in the syndication...

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Web page updated on 21/05/2026

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