A Letter of Intent to Invest in a Business is commonly used in the early stages of investment negotiations when a potential investor has identified a target company but requires further due diligence before making a final commitment. Used extensively in England and Wales, this document helps establish the framework for negotiation while protecting both parties' interests. It typically includes proposed investment terms, valuation parameters, timeline for completion, and any exclusivity arrangements. While mostly non-binding, it demonstrates serious intent and can include binding provisions for confidentiality and exclusivity.
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1. Sender and Recipient Details: Full legal names and addresses of both parties, including company registration numbers where applicable
2. Investment Intent Declaration: Clear statement of intention to invest and approximate investment amount
3. Business Description: Brief overview of the target business and its current status
4. Investment Structure: Proposed form of investment (equity, debt, or hybrid) and key commercial terms
5. Timeline: Expected timeline for due diligence and transaction completion
6. Non-Binding Statement: Clear statement that the letter is non-binding except for specific provisions
7. Governing Law: Statement that the letter is governed by the laws of England and Wales
1. Exclusivity Period: Period during which the company cannot seek other investors or entertain other investment offers
2. Confidentiality Provisions: Terms regarding the sharing and protection of confidential information during the due diligence process
3. Break Fee: Terms regarding any compensation payable if the deal doesn't proceed under specific circumstances
4. Board Representation: Proposed governance rights and board representation post-investment
1. Term Sheet: Detailed outline of the proposed investment terms and conditions
2. Due Diligence Requirements: Comprehensive list of required documents and information for the due diligence process
3. Corporate Structure Chart: Diagram showing current and proposed ownership structure of the business
4. Financial Summary: Overview of key financial metrics and projections of the target business
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