The Letter Of Intent Private Equity document is a crucial preliminary instrument in private equity transactions under Belgian law, typically used when a PE firm has identified a target company and wishes to formalize its preliminary interest and key investment terms. It serves as a roadmap for the transaction, outlining proposed valuation, structure, and conditions while providing a framework for due diligence and subsequent negotiations. Under Belgian jurisdiction, special attention must be paid to clearly delineating binding versus non-binding provisions, as courts may interpret preliminary agreements as binding if not properly drafted. The document typically precedes the definitive transaction documents and helps secure exclusivity for detailed due diligence and negotiations. It's particularly important in the Belgian context where civil law principles govern contract formation and preliminary agreements.
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1. Parties: Identification of the potential investor(s) and target company, including full legal names and registered addresses
2. Background: Brief description of the parties and the context of the proposed transaction
3. Definitions: Key terms used throughout the document
4. Proposed Transaction Structure: Overview of the intended investment structure, including proposed ownership percentages and type of securities
5. Indicative Valuation: Preliminary valuation range and key assumptions
6. Due Diligence Process: Outline of the proposed due diligence scope and process
7. Timeline: Proposed schedule for key milestones including due diligence, definitive agreements, and closing
8. Exclusivity: Terms of exclusive negotiation period
9. Confidentiality: Binding provisions regarding confidential information exchange
10. Costs and Expenses: Allocation of transaction costs and expenses
11. Non-Binding Nature: Clear statement of which provisions are non-binding versus binding
12. Governing Law: Specification of Belgian law as governing law
13. Signatures: Execution blocks for authorized representatives of all parties
1. Management Arrangements: Preliminary terms for management participation and incentives - include when management ownership is contemplated
2. Financing Structure: Overview of proposed debt/equity mix - include when external financing is required
3. Key Personnel: Retention terms for key employees - include when specific individuals are crucial to the transaction
4. Break Fee: Terms of any break fee arrangement - include in larger transactions or competitive situations
5. Post-Closing Covenants: Preliminary terms for post-investment governance - include for significant minority investments
6. Regulatory Approvals: List of required regulatory approvals - include when transaction size triggers regulatory review
7. Employee Matters: Preliminary terms regarding employee treatment - include when significant workforce is involved
1. Transaction Timeline: Detailed schedule of key dates and milestones
2. Initial Due Diligence Request List: Preliminary list of required due diligence materials
3. Valuation Summary: Key metrics and assumptions used in preliminary valuation
4. Cap Table: Pre and post-transaction capitalization table
5. Term Sheet: Summary of key investment terms
6. Management Structure: Proposed organizational chart and key positions
7. Required Approvals: List of required corporate and regulatory approvals
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