Term Sheet Merger And Acquisition

Term Sheet Merger And Acquisition Generator for the USA

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Key Requirements PROMPT example:

"I need a Term Sheet Merger And Acquisition document for a technology company acquisition where we're planning to retain all employees and include an earn-out structure based on revenue targets through March 2025."

Document background

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.

Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

Authors

Alex Denne

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

alex.den.21@genieai.co

Relevant legal definitions

Business Day

Confidential Information

Clauses

Relevant Industries

Technology
Manufacturing
Financial Services
Healthcare
Retail

Relevant Teams

Legal
Finance
Corporate Development
Executive Leadership
Human Resources

Relevant Roles

Chief Executive Officer
Chief Financial Officer
Corporate Development Director
General Counsel
Investment Banker
M&A Director
Corporate Attorney

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