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Buyout Term Sheet
"I need a Buyout Term Sheet for the acquisition of a Philippine technology company with significant intellectual property assets, where the buyer is a foreign corporation planning to acquire 35% ownership, with expected closing in March 2025."
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
Authors
Manufacturing
Technology
Real Estate
Financial Services
Retail
Healthcare
Energy
Mining
Agriculture
Transportation
Telecommunications
Construction
Education
Hospitality
Professional Services
Legal
Finance
Corporate Development
Mergers & Acquisitions
Business Development
Executive Leadership
Corporate Strategy
Due Diligence
Investment
Corporate Secretariat
Risk Management
Compliance
Chief Executive Officer
Chief Financial Officer
Managing Director
Corporate Lawyer
Investment Banker
M&A Director
Business Development Director
Corporate Development Manager
Finance Director
Legal Counsel
Board Member
Company Secretary
Transaction Advisory Partner
Private Equity Manager
Venture Capital Manager
Due Diligence Manager
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