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Buyout Term Sheet Template for Philippines

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Key Requirements PROMPT example:

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."

Document background
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.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

Alex Denne

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

Relevant legal definitions












































Clauses






































Relevant Industries

Manufacturing

Technology

Real Estate

Financial Services

Retail

Healthcare

Energy

Mining

Agriculture

Transportation

Telecommunications

Construction

Education

Hospitality

Professional Services

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Business Development

Executive Leadership

Corporate Strategy

Due Diligence

Investment

Corporate Secretariat

Risk Management

Compliance

Relevant Roles

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

Industries







Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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