09/28/2026
7 Questions to Ask Before Signing a Term Sheet
Before you sign, here are the seven things worth reading closely.
(1) What here is committed, and what is still conditional?
Most term sheets are subject to credit approval, satisfactory valuation, and legal review. Ask which conditions are procedural and which can still move pricing or proceeds.
(2) What is the rate tied to, and when does it set?
Prime, CORRA, or a posted rate, and the spread over it. Ask whether pricing is fixed at signing, at commitment, or at funding, how long the rate hold runs, and whether there is a floor. On a short close, that difference is real money.
(3) What is the deposit for, and when does it come back?
Work fees are usually applied against third-party costs and are often non-refundable once reports are ordered. Ask what is returned if the lender declines, and what is returned if the borrower walks.
(4) What is being pledged beyond the primary asset?
General security agreement, personal or corporate guarantees, limited or unlimited, postponement of shareholder loans, cross-collateralization with other assets. The security package can be much harder to change later than to negotiate upfront.
(5) When is the first covenant test?
DSCR, fixed charge coverage, minimum tangible net worth. Ask on what statements, at what level of assurance, on what date, and with what cure period. A covenant first tested at year one behaves very differently from one tested at closing.
(6) What does leaving early cost?
Closed period, prepayment formula, yield maintenance versus three months’ interest, portability, and partial paydown rights. Exit plans are priced at signing, not at exit.
(7) What happens at maturity?
Term against amortization, balloon amount, whether renewal is automatic or at the lender’s discretion, and what fee applies. A five-year term on a twenty-five-year amortization is a refinancing event with a date attached to it.
We have advised across 1,000+ transactions and placed $2.98B+ in capital. Much of what we do starts exactly here.
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