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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."
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
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
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
Manufacturing
Technology
Financial Services
Real Estate
Healthcare
Retail
Energy
Mining
Agriculture
Professional Services
Transportation & Logistics
Media & Entertainment
Legal
Finance
Corporate Development
Mergers & Acquisitions
Strategy
Tax
Executive Leadership
Business Development
Risk Management
Compliance
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
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