The Term Sheet for Sale of Business is a crucial preliminary document used in Australian business sale transactions to establish the fundamental commercial understanding between parties before proceeding to detailed documentation. This document serves as a roadmap for the transaction, outlining key terms such as price, structure, and conditions while considering Australian legal requirements and market practices. It is typically used during the initial stages of a business sale negotiation, after preliminary discussions but before detailed due diligence and final documentation. The term sheet helps parties align on key commercial points early in the process, reducing the risk of misunderstandings during later negotiations. While mostly non-binding, it often includes certain binding provisions such as confidentiality, exclusivity, and costs, and must be drafted with consideration of Australian corporate law, competition regulations, and relevant state/territory requirements.
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1. Parties: Identification of the seller(s) and buyer(s), including full legal names and ACN/ABN if applicable
2. Background: Brief context of the proposed transaction and description of the business being sold
3. Definitions: Key terms used throughout the term sheet
4. Transaction Structure: Whether the sale is a share sale, asset sale, or hybrid structure
5. Purchase Price: The proposed purchase price, payment terms, and any adjustments
6. Key Assets: Overview of main assets included in the sale
7. Employees: Treatment of employees and related liabilities
8. Key Conditions Precedent: Essential conditions that must be met before proceeding to final agreement
9. Due Diligence: Scope and timeline for due diligence process
10. Exclusivity: Terms of exclusive negotiation period
11. Confidentiality: Obligations regarding confidential information
12. Timing: Proposed timeline for key milestones including signing and completion
13. Costs: Allocation of transaction costs between parties
14. Binding Nature: Specification of which terms are binding and non-binding
1. Intellectual Property: Specific treatment of IP assets - include when IP is a significant component of the business
2. Real Property: Treatment of business premises - include when real estate is involved
3. Key Contracts: Treatment of material contracts - include when specific contracts are crucial to the business
4. Regulatory Approvals: Include when the transaction requires specific regulatory approvals
5. Environmental Matters: Include for businesses with significant environmental considerations
6. Earn-out Provisions: Include when part of the purchase price is contingent on future performance
7. Management Arrangements: Include when discussing retention of key management or transition arrangements
8. Working Capital: Include when specific working capital mechanisms are proposed
9. Break Fee: Include when parties want to specify break fee arrangements
1. Assets Schedule: Detailed list of key assets included in the sale
2. Excluded Assets Schedule: List of specific assets excluded from the sale
3. Key Employees Schedule: List of key employees and their current terms of employment
4. Material Contracts Schedule: List of material contracts requiring assignment or novation
5. Intellectual Property Schedule: Detailed list of IP assets included in the sale
6. Purchase Price Calculation: Details of purchase price adjustments and calculations
7. Due Diligence Checklist: Preliminary list of required due diligence items
8. Proposed Timeline: Detailed timeline of key transaction milestones
Relevant legal definitions
Clauses
Relevant Industries
Retail
Manufacturing
Professional Services
Technology
Healthcare
Hospitality
Construction
Real Estate
Mining
Agriculture
Financial Services
Education
Transport and Logistics
Media and Entertainment
Telecommunications
Relevant Teams
Legal
Finance
Corporate Development
Mergers & Acquisitions
Strategy
Executive Leadership
Due Diligence
Commercial
Tax
Company Secretariat
Relevant Roles
Chief Executive Officer
Chief Financial Officer
Managing Director
Corporate Lawyer
General Counsel
Head of Mergers & Acquisitions
Business Development Director
Investment Manager
Corporate Finance Manager
Commercial Director
Financial Controller
Company Secretary
Strategy Director
Due Diligence Manager
Transaction Advisory Partner
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