6 Tips for Writing a Term Sheet List the terms. Summarize the terms. Explain the dividends. Include liquidation preference. Include voting agreement and closing items. Read, edit and prepare for signatures.
A term sheet is a non-binding document outlining the basic terms and conditions of a potential investment. It serves as a preliminary agreement between the startup and the investor, setting the stage for the more detailed and legally binding documents that will follow, such as the definitive investment agreement.
CohnReznick's Beth Mullen looks at several important points in a deal term sheet. Credit delivery amount and timing. Guarantees. Reserves. Year 15 exit options. Implied costs for third-party reports.
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Legal counsel is essential when creating or reviewing a term sheet to ensure that the terms are clear, fair, and protect your interests. An experienced attorney can help identify potential issues and provide valuable negotiation advice.
The key clauses of a term sheet can be grouped into four categories; deal economics, investor rights and protection, governance management and control, and exits and liquidity.
Once you're certain the investors offering you a term sheet are a good match, go beyond the obvious. Investment dollars and valuation are critical, of course, but don't overlook important details like option pools, liquidation preferences and the composition of your board.
As mentioned earlier, a term sheet is a mostly non-binding document signed by the target company and the prospective buyer. However, it often also contains a few binding provisions, such as exclusivity, non-solicitation, and confidentiality clauses.
Viewed thus, the negotiation of a term sheet is a matter of adjustment of contractual rights and obligations on the various sides of a proposed investment transaction. The key players are obviously the investors, on the one hand, and the founder or the promoters, on the other.
6 Tips for Writing a Term Sheet List the terms. Summarize the terms. Explain the dividends. Include liquidation preference. Include voting agreement and closing items. Read, edit and prepare for signatures.