Jurisdiction(s):
United Kingdom

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: MAC clause drafting and negotiation—subjective tests, materiality, business and market MACs, case law and acquisition finance considerations under English law

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Practice notes

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LMA mandate letter

Mandate letters are usually executed at the outset of a transaction and are commonly appended to an agreed term sheet. Their role is to record the terms of engagement between the borrower and the financial institutions acting as mandated lead arrangers (MLAs), bookrunners (responsible for managing the primary syndication) and, where the offer is underwritten, the underwriters.

The mandate letter will typically address:

the formal appointment of the financial institutions serving as MLAs, bookrunners and, where relevant, underwriters
any conditions attached to the offer by those institutions to arrange, manage the syndication of and underwrite the financing (the offer), one of which will usually be the absence of any material adverse change (MAC) affecting the market, the borrower’s business or its ability to meet its obligations under the mandate and finance documents, and
syndication matters, including market flex, front running and clear market provisions

For more information, see Practice Note: How to draft and negotiate mandate letters in loan transactions. The Loan Market Association (LMA) has two forms of mandate letter, underwritten and best efforts...

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Web page updated on 21/05/2026

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