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Buyout Term Sheet Template for Canada

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Key Requirements PROMPT example:

Buyout Term Sheet

"I need a Buyout Term Sheet for the acquisition of a Canadian software company, with a proposed closing date of March 15, 2025, including specific provisions for intellectual property rights and key employee retention."

Document background
The Buyout Term Sheet is a crucial document used in the initial stages of merger and acquisition transactions in Canada. It serves as a roadmap for the transaction, documenting the parties' preliminary understanding of key commercial and legal terms before proceeding with detailed due diligence and definitive agreements. The document typically follows Canadian market practice and must consider various federal and provincial regulations, including securities laws, competition law, and corporate legislation. While most provisions are non-binding, certain sections like confidentiality and exclusivity are typically binding. The term sheet helps align parties' expectations early in the process, reducing the risk of misunderstandings during later negotiations and potentially saving significant time and costs.
Suggested Sections

1. Parties: Identification of buyer, seller, and target company/business

2. Background: Brief context of the proposed transaction

3. Definitions: Key terms used throughout the term sheet

4. Transaction Structure: Type of transaction (share purchase, asset purchase, merger)

5. Purchase Price: Consideration amount, form, and payment terms

6. Timing: Key dates, including signing, due diligence period, and closing

7. Due Diligence: Scope and process of due diligence investigation

8. Conditions Precedent: Key conditions that must be met before closing

9. Exclusivity: Period and terms of exclusive negotiations

10. Confidentiality: Confidentiality obligations of the parties

11. Costs: Allocation of transaction costs between parties

12. Binding Effect: Specification of which provisions are binding/non-binding

Optional Sections

1. Purchase Price Adjustments: Mechanisms for adjusting price based on working capital, earn-outs, etc. - used in complex transactions

2. Management Arrangements: Terms for key management retention/compensation - used when management continuity is crucial

3. Financing Conditions: Details of transaction financing - used when buyer requires external funding

4. Employee Matters: Key terms regarding employee treatment - used when significant workforce is involved

5. Real Estate: Property-related terms - used when real estate is a material component

6. Intellectual Property: IP-specific terms - used when IP is a key asset

7. Tax Structure: Preliminary tax structuring considerations - used in tax-sensitive transactions

8. Break Fee: Terms of break fee/reverse break fee - used in larger, competitive transactions

Suggested Schedules

1. Cap Table: Current and post-transaction capitalization table

2. Key Assets: List of material assets included in transaction

3. Material Contracts: List of key contracts requiring attention/consent

4. Purchase Price Calculation: Detailed breakdown of purchase price components

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

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Relevant Industries

Manufacturing

Technology

Financial Services

Real Estate

Healthcare

Retail

Energy

Mining

Agriculture

Professional Services

Transportation & Logistics

Media & Entertainment

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Strategy

Tax

Executive Leadership

Business Development

Risk Management

Compliance

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

Managing Director

Corporate Development Director

Investment Banking Director

M&A Director

Business Development Manager

Corporate Lawyer

Transaction Advisory Partner

Private Equity Principal

Investment Director

Strategy Director

Financial Controller

Industries








Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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