The Buyout Term Sheet is a crucial preliminary document used in merger and acquisition transactions in the Philippines. It serves as a roadmap for the proposed transaction, setting out the fundamental terms and conditions that will form the basis of the final definitive agreements. This document is typically used during the initial stages of a business acquisition, after preliminary discussions but before detailed due diligence and final documentation. The term sheet must comply with Philippine corporate laws, securities regulations, and competition laws, particularly when involving public companies or reaching thresholds requiring regulatory approval. While mostly non-binding (except for specific provisions like confidentiality and exclusivity), it demonstrates serious intent and commits parties to a general transaction framework, making it an essential tool in Philippine M&A practice.
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1. Parties: Identification of the buyer, seller, and target company, including complete legal names and addresses
2. Background: Brief description of the transaction context and the target business
3. Definitions: Key terms used throughout the term sheet
4. Transaction Structure: Type of transaction (share purchase, asset purchase, merger) and basic deal structure
5. Purchase Price: Total consideration, payment structure, and any adjustments
6. Payment Terms: Timeline and method of payment, including any deferred payments or earnouts
7. Conditions Precedent: Key conditions that must be met before closing
8. Due Diligence: Scope and timeline for due diligence investigation
9. Exclusivity: Terms of exclusive negotiation period
10. Confidentiality: Confidentiality obligations of all parties
11. Timeline: Key dates and milestones for the transaction
12. Governing Law: Specification of Philippine law as governing law and choice of jurisdiction
13. Binding Effect: Clear statement of which provisions are binding and non-binding
1. Management and Employment: Include when there are specific arrangements for key management retention or employment agreements
2. Regulatory Approvals: Include when the transaction requires specific regulatory approvals (e.g., PCC approval for large transactions)
3. Foreign Ownership Provisions: Include when the buyer includes foreign entities and industry-specific ownership restrictions apply
4. Intellectual Property: Include when IP assets are a significant part of the transaction
5. Real Estate: Include when real property forms a significant part of the transaction
6. Environmental Matters: Include for industries with significant environmental considerations
7. Break Fee: Include when parties agree to termination fees
8. Transition Services: Include when post-closing transition support is required
1. Schedule A - Corporate Structure: Current and post-transaction corporate structure diagrams
2. Schedule B - Purchase Price Calculation: Detailed breakdown of purchase price components and adjustments
3. Schedule C - Key Assets: List of material assets included in the transaction
4. Schedule D - Required Consents: List of third-party and regulatory consents required
5. Schedule E - Key Contracts: List of material contracts affecting the transaction
6. Schedule F - Timeline: Detailed transaction timeline with key dates and responsibilities
7. Schedule G - Due Diligence Requirements: Specific areas and documents required for due diligence
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