About the Course
Introduction
This CLE course will provide commercial finance counsel with guidance on using and negotiating term sheets, proposals, and commitment letters in commercial finance transactions. The panel will explain the potential risks associated with their usage and provide best practices for minimizing those risks through careful drafting, keeping in mind market realities.
Description
Commercial loan term sheets and proposal and commitment letters are an essential tool in ensuring that the parties understand and agree to the terms of a proposed financing transaction. They can set the stage for required diligence and related documentation to get to closing and provide comfort for lenders in covering expenses and fee payments.
Term sheets and commitment letters provide borrowers with a commitment of financing when a planned acquisition or investment is dependent on the availability of financing. Still, they can introduce significant risk to borrowers and lenders if not drafted carefully, including the failure to receive funding for the borrower if key concepts are not agreed upon or the likelihood that a lender may be required to fund the transaction under unanticipated circumstances.
Listen as our experienced panel of finance practitioners examines term sheets, proposal and commitment letters, the appropriate situations, terms to use and terms to avoid, and potential risks from both a lender and borrower perspective.
Presented By
Ms. Reed focuses her practice on real estate financing, with an emphasis on originating loans for the commercial mortgage-backed securities market. She assists lenders on the origination of loans secured by office buildings, hotels, multifamily housing and other properties across the country.
Mr. Saltsberg represents lenders, arrangers, agents, investors, issuers and borrowers in debt and equity financing transactions, corporate restructuring, investments, related commercial transactions and general corporate matters. He regularly structures and negotiates wide-ranging secured and unsecured debt financing transactions, including senior, mezzanine, first lien, second lien, and other subordinated debt facilities, acquisition-financing transactions, and working capital facilities. He advises publicly traded and closely held companies in business acquisitions, dispositions, mergers, financing transactions, and security offerings, as well as many other business-related agreements such as ones for debt and equity investments, and stock and asset purchases. Clients also retain Mr. Saltsberg to advise on stockholder, registration rights, employment, partnership, limited liability company, and operating agreements, and in preparing and filing SEC reports, financing matters, corporate governance, securities laws, and stock exchange matters.
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This 90-minute webinar is eligible in most states for 1.5 CLE credits.
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Date + Time
- event
Wednesday, August 12, 2026
- schedule
1:00 PM ET/10:00 AM PT
I. Impact of current market conditions on term sheet negotiations
A. Borrower leverage
B. Lender leverage
II. Negotiating key terms
A. Conditions to closing
B. Loan amount
C. Fees
D. Required and voluntary prepayments
E. Default provisions
F. Recourse provisions
III. Term sheet drafting
A. Term sheet forms and drafting party
B. Key language to include and avoid
The panel will review these and other priority issues:
- What are key values to consider during term sheet negotiations?
- What are the critical provisions in commitment letters?
- How can the borrower and lender each minimize risk through these provisions?
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