The Business Acquisition Term Sheet is a crucial preliminary document used in mergers and acquisitions transactions across the United States. It serves as a roadmap for the transaction, documenting the parties' initial understanding of key business and legal terms. While primarily non-binding, it forms the basis for negotiating definitive agreements and typically includes essential elements such as purchase price, structure, timing, and key conditions. This document is particularly important in complex transactions where parties need to align on major points before investing in detailed due diligence and documentation.
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1. Parties: Identification of buyer and seller entities, including full legal names and jurisdiction of incorporation
2. Background: Context of the proposed transaction and brief description of the business being acquired
3. Definitions: Key terms used throughout the term sheet
4. Transaction Structure: Detailed outline of whether transaction is asset or stock purchase, and basic structure of the deal
5. Purchase Price: Detailed breakdown of consideration, including cash, stock, assumed debt, and payment terms
6. Closing Conditions: Prerequisites that must be met before the transaction can be completed
7. Due Diligence: Scope, process, and timeline for buyer's investigation of the target business
8. Timing: Expected timeline for due diligence, definitive agreements, and closing
9. Non-Binding Nature: Statement clarifying which provisions are binding and non-binding
1. Employee Matters: Terms regarding retention, compensation, and benefits of existing employees post-closing. Include when workforce transition is material to the deal
2. Earnout Provisions: Structure of contingent payments based on future performance metrics. Include when part of purchase price is performance-based
3. Exclusivity: Terms preventing seller from negotiating with other parties. Include when buyer requires deal protection
4. Transition Services: Framework for post-closing support arrangements. Include when seller will provide temporary operational support
5. Regulatory Approvals: Required governmental or regulatory clearances. Include when transaction requires specific regulatory review
1. Schedule A - Purchase Price Calculation: Detailed methodology for calculating final purchase price, including adjustments
2. Schedule B - Key Assets: Preliminary list of material assets included in the transaction
3. Schedule C - Excluded Assets: List of assets specifically excluded from the transaction
4. Schedule D - Key Employees: List of essential employees and proposed retention terms
5. Schedule E - Required Consents: List of material third-party and governmental approvals required
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