What an indicative term sheet actually tells you about an asset
Before any investor conversation or token listing, T-Blocks maps every asset against six structuring dimensions. The term sheet is the structural diagnosis and the first market test.
Key Takeaways
- Most assets that fail to raise international capital fail for structural reasons, not quality reasons. Before any investor conversation begins or any token is listed, T-Blocks maps every asset against six structuring dimensions: jurisdiction, governance, audited financials, enforceable documentation, third-party valuation, and regulatory-compatible structure.
- The indicative term sheet does two things at once: it diagnoses where the asset stands across those six dimensions, and it gives the asset manager a document to soft-test the market with. Investor feedback on the term sheet tells the manager whether the proposed structure is fundable as drafted , before any prospectus, token, or SPV is created.
- T-Blocks delivers a preliminary term sheet within five business days of a complete submission. After mandate, the asset moves through due diligence and structuring, then to issuance of Luxembourg-based notes distributed across both traditional banking rails and tokenisation rails.
- Atlas and Meridian, the T-Blocks origination and structuring engines, compress this preparatory cycle into a process that is faster, cheaper, and more standardised than the manual equivalent.
An asset can be excellent and still be unfundable.
We see it every week. A hospitality group operating a portfolio of resorts across two emerging-market jurisdictions. A sponsor financing a solar park in advanced development, with offtake contracts already in place. A regulated fund manager with seven years of audited performance, looking to extend distribution beyond their home market.
On paper, every one of these is creditworthy. None can raise international capital without first crossing a structural threshold that most asset managers do not realise exists.
The threshold is not about asset quality. It is about whether the asset can be evaluated, governed, valued, and held inside the legal frameworks that international capital is permitted to operate within. Before a single investor conversation begins , before any token is listed, any prospectus is filed, any subscription document is signed , that question must be answered.
The first question a private bank in Geneva, a family office in Dubai, or a fund of funds in Frankfurt asks its compliance team is not is this a good asset. It is is this an asset we are permitted to hold.
The indicative term sheet is where that question gets answered. Not as marketing, not as a transaction memo, but as a structural diagnosis , and the first reading of how the market will respond to the asset.
The structural diagnosis
Before T-Blocks issues a term sheet, the asset is mapped against six structuring dimensions. These are not internal preferences. They mirror the checks every institutional allocator’s compliance team will independently perform before approving a position. The exercise anticipates where the asset would fail under that scrutiny , and addresses those failure points before the scrutiny happens.
The output is an honest map. Where the asset stands today. What is missing. What can be remediated within a typical structuring window of four to eight weeks. And what cannot. Some assets pass cleanly. Most need work in two or three dimensions. A few are not yet ready, and the term sheet says so plainly.
This is the difference between origination and broking. A broker tells the asset manager what an investor wants to hear. An origination layer tells the asset manager what the asset is, and what the gap to capital actually looks like.
The six dimensions
Each dimension below maps to a question an allocator’s compliance team will ask later. Passing means the asset already meets the bar. Common gap describes what we typically find when an asset doesn’t , and what remediation usually looks like.
Jurisdiction
The asset sits in a jurisdiction with stable rule of law, recognisable enforcement, and acceptable cross-border treatment. The country is not subject to comprehensive sanctions. Capital can enter and exit without extraordinary friction. The legal system is one a Luxembourg counsel can opine on at reasonable cost.
Sub-jurisdictional title issues, unclear treatment of foreign capital in the underlying market, foreign-exchange repatriation friction, sanctions exposure on counterparties or beneficial owners. Most are resolvable, but they need to surface before counsel is engaged.
Governance
A board exists. Decisions are minuted. Conflicts of interest are managed in writing. Audit rights are real. Beneficial ownership is documented and verifiable. The sponsor can answer detailed questions from a compliance officer without delay.
Informal governance , decisions made by a single principal, no functional board, audit selection rotated under sponsor control, opaque ownership chains. Each is a hard veto for institutional allocators. Each is fixable, but the fix is structural, not cosmetic.
Audited financials
Annual financial statements prepared under International Financial Reporting Standards (IFRS) or a recognised local equivalent, audited by a Big Four firm or a credible regional alternative, with at least two prior years of clean opinions. The most recent audit is less than 18 months old. Management accounts are produced quarterly to the same standard.
Local accounting audits without IFRS reconciliation. Audit firms with no international footprint. Disclaimed or qualified opinions. Statements that exist for tax authorities but not for investors. This is one of the most common gaps and one of the most time-consuming to close , typically requiring a fresh audit cycle.
Enforceable documentation
Title deeds, leases, offtake agreements, shareholder agreements, and material contracts are originals, in force, and enforceable under their governing law. Translations exist where the underlying document is not in English. There are no missing signatures, no undated amendments, no parallel agreements that contradict the public document.
Documentation that exists but is incomplete. Side letters that were never disclosed. Translations that are partial. Contracts that depend on a verbal understanding with a counterparty who has since changed roles. The work here is detailed verification: every document the structure depends on must be capable of standing in front of a Luxembourg court.
Third-party valuation
A current valuation, conducted by an independent firm with no economic relationship to the sponsor, using a methodology a credit committee will recognise , RICS Red Book for real estate, IFRS 13 fair value for financial assets, or a sector equivalent. The valuation is dated within the last 12 months. Methodology, assumptions, and comparables are disclosed.
Internal valuations. Valuations from a firm that also brokers the asset. Outdated reports. Methodologies that cannot be cross-checked. An institutional allocator cannot underwrite an asset whose value is asserted rather than independently established.
Regulatory-compatible structure
The asset can be wrapped inside a structure that meets EU prospectus requirements, fits within Luxembourg securitisation law, and complies with MiFID II1 distribution rules. The cash-flow architecture, security package, and investor rights map cleanly onto a securitisation note or structured product format. Custody and settlement are deliverable on regulated rails.
Rights that don’t fit cleanly into a standard issuance structure , for instance, a development project where the underlying SPV2 has not yet been formed, or a fund structure that conflicts with EU AIFMD3 treatment. The fix is usually a parallel SPV or a restatement of the cash-flow architecture inside a vehicle that is regulator-ready from day one.
Together, these six dimensions are the public expression of a deeper nine-dimension scoring framework T-Blocks runs internally on every asset , one we have written about previously in What makes an emerging market asset institutional-grade. The term sheet condenses that work into a single readable diagnosis.
The term sheet as a market test
The structural diagnosis is one half of what a term sheet does. The other half is often the more useful one for the asset manager: it lets them test the market before they spend on issuance.
An indicative term sheet describes the proposed instrument , its format, economics, governance, distribution rail , clearly enough that a known investor can react to it. Asset managers take that document to the relationships they have already built. The investors respond. Either they soft-commit to the proposed terms, or they push back on the risk profile, the projected returns, or the structure.
If the soft commitments come in, the market is telling the asset manager that the proposed structure is fundable as drafted. If they do not, the feedback is the value: the manager learns which terms need to move before the asset goes anywhere near issuance. Adjustments at the term-sheet stage cost a meeting and a revised draft. Adjustments after issuance cost a failed distribution.
This is the operating principle behind the T-Blocks workflow , and it is what Atlas and Meridian, our internal origination and structuring engines, are built to make faster, cheaper, and more standardised than the manual equivalent. Atlas runs the initial scoring against our benchmarks and produces the indicative term sheet. Meridian runs the data room and the structuring workshop where the term sheet is sharpened into institutional-grade documentation. Together they compress what is typically a months-long preparatory cycle into a process that can produce a preliminary term sheet within five business days, and a market-tested first draft within weeks.
T-Blocks calls this end-to-end workflow the Private Asset Launchpad , a structured path that takes an emerging-market asset from origination, through diagnosis and remediation, to a regulated, internationally distributable instrument. Asset managers using it get two things they would otherwise pay for separately: the structural diagnosis, and the first reading of investor appetite. Both delivered before any prospectus is filed, any token is minted, any vehicle is funded.
From term sheet to issuance
The term sheet is the entry point. What follows is a four-stage process that takes the asset from initial submission to a regulated, distributable instrument.
Submission and initial scoring
An asset manager submits the issuer form. The T-Blocks team scores the asset against the six dimensions and our deeper benchmarking framework. The output is a preliminary term sheet that proposes a specific instrument format suited to the asset , an asset-backed note, a profit-participation note, a sharia-compliant note, a collateralised loan obligation (CLO)4, or another structure , together with simple commercial terms.
Mandate
The asset manager reviews the proposed instrument and economics with their team. If the direction is right, T-Blocks and the asset manager sign a mandate. The mandate locks scope, deliverables, fees, and timeline. It also formalises the working relationship through to issuance.
Due diligence and structuring workshop
A full due diligence process opens. In parallel, the structuring workshop produces the first institutional-grade term sheets and capital-raising documentation , drafted to a quality the asset manager can circulate to known investors and use to soft-test the market before going live. Adjustments to deal terms happen here, informed by both the diligence findings and the early investor feedback.
Issuance and distribution
T-Blocks issues Luxembourg-based notes, each carrying a unique International Securities Identification Number (ISIN)5, against the underlying asset. The instrument is then distributed across our dual-rail network: traditional banking rails through partner broker-dealers and private banks, and tokenisation rails through our Internet Capital Markets channels. Same instrument. Same governance. Different access.
The asset manager who finishes that process arrives at a position they could not previously occupy: an emerging-market asset, internationally distributable, settling on either a private banking statement in Geneva or a digital wallet in Dubai, governed by the same Luxembourg structure either way.
Once an instrument is live, it appears on the T-Blocks Dealflow page , the curated feed of qualified opportunities visible to our distributor and investor network. For issuers, that listing is the visible end of the structuring journey: the moment an asset becomes a discoverable, allocatable instrument inside the global system. For allocators, it is the entry point: every instrument shown there has already passed the six-dimension diagnosis described above.
Notes
- MiFID II. Markets in Financial Instruments Directive II , the European Union framework that regulates the marketing and distribution of investment products and the conduct of investment firms. ↩
- SPV. Special Purpose Vehicle , a separate legal entity created to hold a specific asset and issue financial instruments backed by it, ring-fenced from the sponsor’s other operations. ↩
- AIFMD. Alternative Investment Fund Managers Directive , the EU regulatory framework governing managers of alternative funds (private equity, hedge, real estate, infrastructure). ↩
- CLO. Collateralised Loan Obligation , a structured instrument whose payments are backed by a portfolio of underlying loans, typically corporate. ↩
- ISIN. International Securities Identification Number , the 12-character global identifier assigned to a tradable security. Required for distribution through banking and brokerage channels. ↩
Sources & References
- Luxembourg Law of 22 March 2004 on Securitisation, as amended (CSSF)
- IFC Performance Standards on Environmental and Social Sustainability
- IOSCO , Tokenisation of Financial Assets, Final Report (FR/17/25), November 2025
- RICS Valuation , Global Standards (Red Book)
- Boston Consulting Group & Ripple , Tokenized Funds: The Third Revolution in Asset Management (2025)