The Asset Purchase Term Sheet is a crucial preliminary document used in Philippine business transactions to establish the framework for asset acquisitions. It is typically prepared after initial discussions between parties but before detailed due diligence and final documentation. The document outlines key commercial terms including asset description, purchase price, payment structure, and conditions precedent, while considering Philippine legal and regulatory requirements. This term sheet serves as a roadmap for lawyers drafting the definitive agreements and helps parties identify potential issues early in the transaction. While mostly non-binding, it often includes binding provisions on confidentiality, exclusivity, and costs. The document must consider Philippine-specific elements such as foreign ownership restrictions, tax implications, and regulatory approvals where applicable.
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1. Parties: Identification of the seller and purchaser, including complete legal names and addresses
2. Background: Brief context of the transaction and relationship between the parties
3. Definitions: Key terms used throughout the term sheet
4. Transaction Overview: High-level description of the proposed asset purchase transaction
5. Purchase Price: Proposed consideration and payment terms, including any adjustments or earn-outs
6. Assets to be Acquired: General description of assets included in the transaction
7. Key Conditions Precedent: Essential conditions that must be met before closing
8. Timeline: Proposed schedule for due diligence, documentation, and closing
9. Exclusivity: Terms of any exclusive negotiating period
10. Confidentiality: Basic confidentiality obligations regarding the transaction
11. Costs: Allocation of transaction costs and expenses
12. Governing Law: Specification of Philippine law as governing law
1. Financing: Include when purchase price will be funded through external financing
2. Regulatory Approvals: Required for transactions needing specific regulatory clearances (e.g., PCC approval)
3. Employee Matters: Include when the transaction involves transfer of employees
4. Tax Structure: Add when specific tax structuring is crucial to the transaction
5. Environmental Matters: Include for transactions involving industrial assets or real estate
6. Intellectual Property: Add when transaction includes significant IP assets
7. Break Fee: Include when parties want to specify termination penalties
8. Foreign Investment Provisions: Required when involving foreign buyers subject to Philippine foreign ownership restrictions
1. Schedule A - Asset List: Detailed inventory of assets to be purchased
2. Schedule B - Excluded Assets: List of specific assets excluded from the transaction
3. Schedule C - Purchase Price Allocation: Preliminary allocation of purchase price across asset categories
4. Schedule D - Key Contracts: List of material contracts included in the transaction
5. Schedule E - Required Consents: List of third-party or governmental consents needed
6. Schedule F - Permitted Encumbrances: List of accepted liens or encumbrances on the assets
7. Appendix 1 - Form of Confidentiality Agreement: Template of detailed confidentiality agreement if required
8. Appendix 2 - Due Diligence Requirements: Preliminary list of due diligence requirements and process
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