How to Prepare a Term Sheet Identify the Purpose of the Term Sheet Agreements. Briefly Summarize the Terms and Conditions. List the Offering Terms. Include Dividends, Liquidation Preference, and Provisions. Identify the Participation Rights. Create a Board of Directors. End with the Voting Agreement and Other Matters.
A term sheet is typically signed after preliminary discussions between the investor and the company (once both parties agree on the terms) and before the commencement of detailed due diligence. It helps solidify investors' understanding of the potential return on investment.
Who Prepares a Term Sheet? Depending on the financial instrument, different parties may be the one to prepare the term sheet. For seed round investments, investors often provide a term sheet when offering their private investment. For loans, lending institution will often provide a term sheet to prospective borrowers.
Most term sheets have a No-Shop/confidentiality provision.
“Term sheets”, “letters of intent”, “memoranda of understanding” and “agreements in principle” may constitute an enforceable agreement if the writing includes all the essential terms of an agreement. This is so even if “the parties intended to negotiate a 'fuller agreement'”.
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.
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.
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.