The Term Sheet Merger And Acquisition document is typically used in the early stages of M&A transactions to establish preliminary agreement on fundamental deal terms. It serves as a roadmap for attorneys drafting definitive agreements and helps parties identify potential deal-breakers early in the process. Under U.S. jurisdiction, while most terms are non-binding, certain provisions like confidentiality and exclusivity are often made binding. The document typically includes transaction structure, valuation, key conditions, timing, and other critical terms that will form the basis of the final agreement.
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1. Transaction Overview: High-level summary of the proposed transaction structure, including identification of parties and basic terms
2. Purchase Price and Consideration: Detailed breakdown of purchase price, payment structure, and form of consideration (cash, stock, or combination)
3. Due Diligence Process: Scope, timeline, and requirements for due diligence investigation
4. Conditions to Closing: Key conditions precedent that must be satisfied before transaction completion
5. Timeline and Process: Expected timeline for key transaction milestones and closing process
6. Regulatory Approvals: Required governmental and regulatory approvals needed for transaction completion
7. Representations and Warranties: Key representations and warranties to be included in definitive agreement
1. Employee Matters: Treatment of employees, benefits, and compensation post-closing (include when transaction involves significant workforce)
2. Financing Contingencies: Details of transaction financing structure and requirements (include when external financing is required)
3. Earn-out Provisions: Structure of contingent payments and performance metrics (include when part of purchase price is performance-based)
4. Non-Competition and Non-Solicitation: Terms of restrictive covenants (include when key personnel or competitive concerns exist)
5. Post-Closing Management: Management structure and governance post-closing (include when significant management changes are contemplated)
1. Schedule A - Capitalization Table: Current capitalization structure of target company including all classes of securities
2. Schedule B - Key Assets: List of material assets included in transaction scope
3. Schedule C - Material Contracts: Summary of key contracts affecting the transaction
4. Schedule D - Required Consents: List of third-party approvals and consents required for transaction
5. Schedule E - Intellectual Property: Summary of key intellectual property assets involved in transaction
6. Appendix 1 - Pro Forma Financial Statements: Projected financial statements post-transaction completion
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