The Acquisition Term Sheet is a crucial preliminary document used in U.S. merger and acquisition transactions to establish the fundamental terms of a proposed deal. It serves as a roadmap for subsequent negotiations and due diligence, typically preceding the definitive purchase agreement. While mostly non-binding, it demonstrates serious intent and commitment from all parties. The document traditionally includes essential elements such as purchase price, payment terms, transaction structure, conditions to closing, and timing considerations. Term sheets are particularly valuable in complex transactions where alignment on key terms early in the process is critical to avoid wasted time and resources.
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Key Requirements PROMPT example:
Acquisition Term Sheet
"Need an Acquisition Term Sheet for our technology company's planned purchase of a SaaS startup, with specific focus on IP rights and employee retention provisions, targeting completion by March 2025."
1. Parties: Identification of buyer and seller entities, including legal names and addresses
2. Transaction Overview: Brief description of the proposed transaction structure and key objectives
3. Purchase Price: Detailed breakdown of consideration, including cash, stock, earnouts, and adjustments
4. Structure: Whether asset purchase, stock purchase, or merger, and key transaction steps
5. Timing: Expected timeline for due diligence, definitive agreements, and closing
6. Key Conditions: Essential conditions precedent to closing including regulatory approvals
7. Exclusivity: Terms and duration of any exclusivity period
1. Management and Employees: Key employee retention and compensation arrangements - use when retention of key personnel is critical to deal value
2. Financing: Overview of financing arrangements - include when transaction involves external financing
3. Post-Closing Covenants: Key operational agreements post-closing - use when ongoing relationships between parties exist
4. Tax Considerations: Key tax structuring points - include when tax structure is material to deal terms
1. Pro Forma Cap Table: Post-closing ownership structure showing detailed breakdown of shareholding
2. Purchase Price Calculation: Detailed breakdown of consideration components and adjustment mechanisms
3. Key Assets/Liabilities Schedule: List of material assets or liabilities included/excluded from the transaction
4. Required Approvals Schedule: List of material third-party and regulatory approvals needed for closing
5. Key Employee List: List of essential personnel and proposed retention arrangements
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