A debt term sheet is a lender's written outline of the loan it expects to offer: the amount and type of facility, pricing and fees, maturity and amortization, collateral and guarantees, covenants, prepayment terms, and the conditions to closing. It is issued before full underwriting and credit approval, so its lending terms are not binding. The parts that usually do bind are confidentiality, any exclusivity, and the borrower's promise to pay the lender's expenses or a deposit. Comparing two term sheets means comparing the whole loan: cash at closing, payments, all-in cost, covenant room, collateral and personal exposure, and how likely each is to close as written.
- What it is
- The lender's proposed terms, before underwriting and approval
- Binding parts
- Usually confidentiality, exclusivity, expenses and any deposit
- Not binding
- The loan itself: amount, rate, structure and covenants can still change
- Comes before
- Underwriting, credit approval and the commitment letter
- To compare two
- Cash at close, annual payments, all-in cost, covenants, collateral, guarantees, certainty
Where a term sheet sits in the process
A lender issues a term sheet after it has reviewed enough of the borrower's file to know it wants the deal, and before it has done the work to approve it. The term sheet says, in effect: if underwriting confirms what we have been told, this is the loan we expect to make. The borrower signs it to show it wants to proceed, often with a deposit, and the lender then underwrites, takes the deal to credit approval and, if approved, issues a commitment letter.
Some lenders call it a letter of interest, an indication of interest or a proposal letter. The label matters less than the content and the conditions. The difference between a term sheet and a commitment, and which one an acquisition should be timed to, is covered in term sheet versus commitment letter.
The parts of a term sheet
| Term | What it says | What to check |
|---|---|---|
| Borrower and guarantors | Who borrows and who guarantees | Whether a holding company, the operating company or both borrow; who must guarantee, including spouses |
| Facility and amount | Term loan, line of credit, delayed-draw term loan, and the amount of each | Whether the full amount is available at closing, or subject to a borrowing base or conditions |
| Use of proceeds | What the money may be spent on | That it covers everything in your sources and uses, including fees and working capital |
| Pricing | Fixed rate, or a base rate such as SOFR or prime plus a spread; any floor | How the rate moves, whether there is a floor, and the default rate |
| Fees | Origination, closing, unused line, annual, prepayment | Every fee, when it is paid, and whether it is refundable |
| Maturity and amortization | When the loan is due, and the schedule of principal payments | Any balloon at maturity, and any interest-only period |
| Collateral | What the lender takes a lien on, and in what priority | Whether personal real estate is required, and what other lenders may do |
| Guarantees | Personal and corporate guarantees | Unlimited or limited, and whether the guarantee ever releases |
| Financial covenants | Coverage, leverage, liquidity or net worth tests, and how often | The definitions and levels against your own projections |
| Other covenants | Reporting, limits on distributions, other debt, acquisitions | Restrictions on owner pay and distributions in particular |
| Prepayment | What it costs to repay early | The schedule and whether a refinance or sale triggers it |
| Conditions | What must happen before closing | Diligence items, appraisals, quality of earnings, equity, no material adverse change |
| Expiry | How long the offer stands | Whether it lapses before you can close |
Many of these have their own pages: SOFR plus a spread, rate floors, origination fees, amortization versus maturity, call protection, personal guarantees and maintenance versus incurrence covenants.
What is binding and what is not
A term sheet usually says, near the end, that it is not a commitment to lend. The lending terms are conditioned on things the lender has not yet done: satisfactory due diligence, final credit approval, loan documents acceptable to it, and the absence of any material adverse change. Any of those can move the amount, the pricing or the structure, and the lender can walk away.
Some provisions in the same document do bind, and they bind the borrower more than the lender:
- Expense reimbursement. The borrower agrees to pay the lender's legal, appraisal, field exam and other costs whether or not the loan closes.
- Deposit. A good-faith deposit to cover those costs. The term sheet says whether any unused portion is refunded if the lender declines, and whether it is lost if the borrower walks away.
- Exclusivity. Some term sheets bar the borrower from seeking other financing for a period. Sign one only when you are ready to stop comparing.
- Confidentiality and governing law. Usually binding on both sides.
Read the binding paragraphs first. They are what you are committing to when you sign, and they apply whether or not the loan closes.
Comparing two term sheets side by side
The rate is the easiest term to compare and usually not the most important. Put the offers in one table and read across every line. An example with plain numbers, for a business with earnings available for debt service of 1,000:
| Offer A | Offer B | |
|---|---|---|
| Amount | 4,000 | 4,000 |
| Available at closing | 3,800, with 200 held as an interest reserve | 4,000 |
| Fees at closing | 40 | 80 |
| Amortization | Over a shorter period | Over a longer period |
| First-year payments | 780 | 620 |
| Earnings against payments | 1,000 against 780 | 1,000 against 620 |
| Financial covenant | Fixed charge coverage, tested quarterly | Debt service coverage, tested annually |
| Guarantee | Unlimited, all owners | Limited, owners above a stated stake |
| Prepayment | A charge that steps down over three years | None |
| Conditions | Quality of earnings and field exam | Quality of earnings |
Offer A may carry the lower rate and the lower fees, and still be the harder loan to live with. It puts less cash in at closing, takes more of the earnings in payments every year, tests covenants four times as often and makes every owner fully liable. Offer B costs more in fees and interest, but leaves 380 of earnings after debt service against Offer A's 220, and can be refinanced freely.
Five comparisons capture most of the difference:
- Net cash at closing, after reserves, holdbacks and fees withheld from the proceeds.
- Annual payments against earnings, in the first year and in a weaker year. See debt service coverage.
- All-in cost, counting fees, any original issue discount, unused line fees and prepayment charges as well as the rate. See interest rate versus all-in cost.
- Covenant room: the definitions and levels run against your own projections, with headroom for a bad quarter.
- Certainty: how many conditions remain, how much the lender has already reviewed, and whether its terms are likely to survive underwriting.
What moves between term sheet and closing
A term sheet built on a thin file is a hypothesis. When underwriting finds something the lender did not expect, the terms move, usually against the borrower. The lines that move most often are the amount, when the lender's view of earnings comes in lower than the borrower's; the covenant levels, which are usually set only after the lender has built its own model; reserves and conditions, added to cover risks found in diligence; and pricing, where a floating-rate spread is re-set or a fee added.
The best protection is a term sheet issued on a complete file. A lender that has seen financial statements reconciled to tax returns, supported add-backs, a debt schedule, a collateral picture and a downside case has less to discover, so its term sheet is closer to the loan it will actually approve. That is the purpose of a full lender package, and it is why Transparent builds one, financing model, lender presentation, blind teaser and underwriting memo, before any lender is approached. Once a borrower's documents are in, it takes a day.
SBA term sheets
An SBA lender's term sheet reads differently because many terms are set by the program. It will state the SBA guaranty fee, the maturity, which runs up to 10 years for working capital and goodwill, up to 10 years for equipment (15 if its useful life supports it) and up to 25 years for real estate, and the rate. From 1 October 2026, change-of-ownership loans amortize over no more than 10 years except the real estate share. On a variable loan SBA caps the rate at the base rate plus 3% above $350,000, with higher caps on smaller loans. See SBA maximum interest rates.
It will also require a personal guarantee from every owner of 20% or more and, for a start-up or a complete change of ownership, an equity injection of at least 10% of total project costs, with any seller note used toward it on full standby for the life of the loan. On loans of 15 years or more, it will show SBA's prepayment charge: prepaying more than 25% in any of the first three years costs 5% of the prepaid amount in year one, 3% in year two and 1% in year three. After approval, the terms are fixed in the SBA loan authorization.
Common questions
- Is a signed term sheet a loan approval?
- No. It shows the lender wants to proceed and on what terms it expects to lend. Approval comes after underwriting and credit review, and the lender's binding promise comes in the commitment letter.
- Can a lender change the terms after I sign?
- Yes. The lending terms are conditioned on underwriting, credit approval and documentation. If underwriting finds lower earnings, weaker collateral or new risks, the amount, pricing or structure can change, or the lender can decline.
- Should I sign a term sheet with an exclusivity clause?
- Only when you have compared the offers you intend to consider and are ready to proceed with that lender. Exclusivity stops you from pursuing alternatives while the lender underwrites, so its length matters.
- Is the deposit refundable?
- The term sheet says. Deposits usually cover the lender's third-party costs, such as legal fees, appraisals and field exams. Unused amounts are often refundable if the lender declines, and less often if the borrower withdraws.
- How do I compare a fixed-rate offer with a floating-rate one?
- Compare payments under a range of rates rather than today's rate alone, and check any floor on the floating rate. See fixed versus variable rate loans.