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Letter Of Intent Private Equity
1. Date and Addresses: Formal letter heading with date and addresses of both parties
2. Introduction: Opening paragraph identifying the parties and their roles (buyer/seller/target company)
3. Transaction Overview: Brief description of the proposed transaction structure and target business
4. Key Terms: Essential commercial terms including proposed purchase price, payment structure, and basic deal mechanics
5. Due Diligence: Outline of the proposed due diligence process and timeline
6. Timeline: Key dates and milestones for the transaction
7. Exclusivity: Terms and duration of any exclusivity period
8. Confidentiality: Basic confidentiality obligations regarding the transaction
9. Binding Provisions: Clear statement of which provisions are legally binding (typically confidentiality, exclusivity, governing law)
10. Closing: Signature blocks and formal letter closing
1. Break Fee: Include when parties want to specify fees payable if either party terminates the transaction
2. Management Arrangements: Include when there are specific arrangements or requirements regarding current management
3. Financing Conditions: Include when the transaction is subject to specific financing arrangements or conditions
4. Regulatory Approvals: Include when the transaction requires specific regulatory clearances
5. Employee Matters: Include when there are specific arrangements or considerations regarding employees
6. Consortium Provisions: Include when multiple investors are involved in the acquisition
7. Cost Sharing: Include when parties want to specify how transaction costs will be shared
1. Transaction Structure Diagram: Visual representation of the proposed transaction structure
2. Key Terms Sheet: Detailed outline of the principal commercial terms
3. Timeline Schedule: Detailed timeline with specific dates and milestones
4. Due Diligence Requirements: List of required documents and information for due diligence
5. Contact List: Key contact details for all parties, advisors, and stakeholders
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