term-sheet · v1 · uploaded Jun 30, 2025
Term Sheet - MSFT Convertible note
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INDICATIVE TERM SHEET - CONVERTIBLE NOTE
Date: 2025-06-30
Borrower: Microsoft Corporation ("MSFT" or the "Borrower")
Lender: Meridian Capital Partners Fund II, L.P. (the "Lender")
Facility: $12,000,000 convertible note.
Interest Rate: Term SOFR plus 5.25% per annum, payable monthly in arrears.
Maturity: 60 months from the Closing Date.
Optional Prepayment: The Borrower may prepay the Facility in whole or in part, subject to a prepayment premium of 2.5% of the principal amount prepaid during the first twelve months following the Closing Date, and at par thereafter.
Financial Reporting: The Borrower shall deliver unaudited quarterly financial statements within 45 days of each fiscal quarter end, and audited annual financial statements within 120 days of each fiscal year end.
Assignment: The Lender may assign its rights and obligations under the Facility to any person without the consent of the Borrower.
Events of Default: Customary for facilities of this type, including nonpayment, breach of covenants, material misrepresentation, cross-default to other material indebtedness, and insolvency events.
Governing Law: This term sheet and the definitive documentation shall be governed by the laws of the State of New York.
Non-Binding: This term sheet is an indication of interest only and does not constitute a commitment to lend.
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