Vol. II Templates TERM-SHEET-READER Available now
What every line on the term sheet actually means.
A practitioner reference document that walks through a real commercial mortgage term sheet, line by line – translating lender language into plain English, flagging the negotiable clauses, and naming the deal-killers that should make you walk.
Definition
What it is
~40 pages
One representative term sheet annotated line-by-line, plus four asset-class variants showing where terms shift.
Searchable, annotated, citation-ready. Keep it open beside the actual term sheet you're reading.
$19
$27 retail. 14-day refund.
Audience
Who this is for
First-deal sponsors
Read a term sheet for the first time without needing a friend in capital markets to explain LTV haircuts, cash sweeps, and yield maintenance.
Repeat sponsors negotiating
Quickly identify where this term sheet diverges from market on five or six clauses that matter and ignore the standard boilerplate.
Sponsor counsel reviewing
Quick reference for the commercial intent behind unfamiliar clauses – complements legal review, doesn't replace it.
LP allocators in DD
Read the term sheet the sponsor circulated in a JV deal and know whether their debt is standard, aggressive, or fragile.
Inclusion
What's in the file
- Loan amount, LTV / LTC, debt yield
- Coupon, index, spread, floor mechanics
- Amortization, IO period, balloon structure
- Prepayment + yield maintenance + defeasance
- Cash management + lockbox triggers
- Reserves: tax, insurance, capex, TI/LC
- Recourse, springing carve-outs, bad-boy guaranty
- Reporting, financial covenants, DSCR triggers
- Insurance, condemnation, casualty waterfalls
- Deal-killers: ten clauses to walk on
Reference
FAQ
Is this legal advice?
No. This is practitioner commercial commentary on industry-standard clauses. Every actual transaction should be reviewed by qualified counsel. The reader's job is to make that counsel conversation more productive.
Does it cover construction and bridge loans?
Yes. The base annotation covers permanent debt; sections at the back address what's different in construction (draw schedules, completion guaranty, conversion mechanics) and bridge (extension options, kick-out provisions, performance covenants).
Mezz + preferred equity?
Not in scope here – both have enough structural complexity to warrant their own readers. Forthcoming as separate references.
Refund policy?
14-day refund if the file is materially different from what was described, corrupted, or not delivered correctly. Email support@valoreregistry.com.
Pricing
Pricing
Retail at release $27
Founders' price (first 14 days) $19
PDF, ~40 pages, searchable, annotated. Free point-update releases for 12 months. Informational only – not legal advice. Independent counsel review expected on every transaction.
Implementation
How to use Term Sheet Reader
Six steps from raw term sheet to a side-by-side comparison and selection memo. Plus practitioner tips on recourse language, prepay structures, and where comparisons typically go wrong.
A. Six steps
- 1
Download the comparison workbook
You receive a DOCX with the reader's reference guide (clause-by-clause translations of standard term-sheet language) plus an XLSX with the comparison matrix template. Save both into the deal folder alongside the raw term sheets you received.
- 2
Load the raw term sheets into the file structure
The comparison XLSX is built for 2-4 term sheets at a time. Save each raw PDF / DOCX as
TS_<Lender>_<YYYY-MM-DD>.pdfin the deal folder. Reference each in the comparison header so you can audit which version was compared if a question comes back later. - 3
Fill the comparison matrix row-by-row
Rows: Rate · Spread · Term · IO Period · Amortization · Recourse · Carve-outs · Reserves · Prepay · Lockout · DY / DSCR Trigger · Reporting · Fees · Closing Timeline. For each lender column, fill verbatim from the raw TS — do not paraphrase. Paraphrasing is where comparison errors happen.
- 4
Flag variances using the variance column
The rightmost "Variance" column auto-highlights when two columns disagree on the same row. Read these as discussion points, not as right-vs-wrong. Some variances are material (recourse, prepay) and some are noise (closing-timeline guess).
- 5
Draft the selection memo from the comparison
The DOCX guide includes a one-page selection-memo template: top 3 variances · why-we're-picking-X · open questions for the chosen lender · fallback if X falls out. Drop the memo into the deal folder; circulate to the sponsor / IC.
- 6
When the Term Sheet Comparison Skill ships, paste raw TS in directly
The Term Sheet Comparison Skill (forthcoming Q3 2026) reads 2-4 raw term-sheet PDFs and fills the matrix automatically with variance flags. Today the matrix is manual fill; with the skill, paste-in is the input and the filled matrix + selection memo are the output.
B. Practitioner tips
- Recourse language is where most TS comparisons go wrong. "Carve-out guaranty" can mean five different things — read the actual definition before classifying.
- Prepay structures: yield maintenance, defeasance, step-down, and open prepay are NOT interchangeable. Note the exact mechanism in the matrix, not just "prepay terms apply."
- Spread vs all-in rate: most TS quote spread over an index. Capture both — spread + index reference + floor + cap — to make rate comparisons honest.
- Closing timeline: every TS lies about this. Discount stated timelines by 30-50% based on lender type (banks longer than debt funds).
- IO period + amortization combine to drive sizing more than the headline rate. A 10-year IO at 6.5% sizes higher than a 30-year amort at 6.0%.
- When two TS look identical on paper, the difference is usually in carve-outs, reporting cadence, or lender personality. Capture the soft items in a note column.
C. Scope & limits
- Not a legal review tool. The reader translates standard clauses; counsel reviews the actual document. Material variances need legal sign-off before counter-offering.
- Not a counter-offer drafter. The selection memo identifies the discussion points; the actual counter-offer goes through the Capital Markets Associate (or the broker representing).
- Not for non-CRE term sheets. Conventions vary materially across asset classes; this is built for stabilized CRE debt + bridge / construction CRE debt.
- No automatic credit-box check. Pair with the UW Workbook + Loan Sizing skill if the comparison needs to test which TS actually sizes to the proceeds you need.
D. Pairs with
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Term Sheet Comparison Skill
Skill (forthcoming Q3 2026)
Reads 2-4 raw term sheets (PDF/DOCX), fills the matrix, flags variances, drafts selection memo.
-
Legal Reviewer
Agent (forthcoming Q3 2026)
Surfaces non-standard clauses for counsel review before counter-offering.
-
Capital Markets Associate
Agent (forthcoming Q3 2026)
Owns the counter-offer + ongoing lender dialogue. The matrix is the prep work.
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UW Workbook
Template (available now)
Use to verify each TS actually sizes against your required proceeds.
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Lender Edition
Data (available now)
Source of the lender background — who else they've quoted, how aggressive they typically are on each row.
Quarterly refresh. Free re-download for 12 months from purchase.
14-day refund if the file is materially different from what was described, corrupted, or not delivered correctly.
Or get this in All-Access Bundle for $997 — save ~44% vs à la carte.See all bundles →
Get the file
Open the Term Sheet Reader.
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