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logologologo
  • Home
  • About
    • Our Process
    • Why I wrote the book on Being a Business Broker
    • Who is Ed Legum?
    • Getting Started
    • Careers
  • Selling
    • Seller Registration
    • How To Sell Your Business
    • Valuation
    • Industries
    • Download Free Whitepaper
    • Financing the Deal
    • Seller FAQ
    • Sellers Blog
  • Buying
    • Buyer Registration
    • How To Buy A Business
    • Financing the Deal
    • Buyer FAQ
    • Buyers Blog
  • Contact
  • Home
  • About
    • Our Process
    • Why I wrote the book on Being a Business Broker
    • Who is Ed Legum?
    • Getting Started
    • Careers
  • Selling
    • Seller Registration
    • How To Sell Your Business
    • Valuation
    • Industries
    • Download Free Whitepaper
    • Financing the Deal
    • Seller FAQ
    • Sellers Blog
  • Buying
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June 27, 2012 by Edmond Legum Selling a Business 0 comments

The Term Sheet

Buyers, sellers, intermediaries and advisors often mention the use of a term sheet prior to the creation of an actual purchase and sale agreement. However, very rarely do you ever hear this document explained. It sounds good but what is it specifically?

Very few books about the M&A process even mention term sheet. Russ Robb’s book Streetwise Selling Your Business defines term sheet as follows: “A term sheet merely states a price range with a basic structure of the deal and whether or not it includes the real estate.” Attorney and author Jean Sifleet offers this explanation: “A one page ‘term sheet’ or simply answering the questions: Who? What? Where? and How Much? helps focus the negotiations on what’s important to the parties. Lawyers, accountants and other advisors can then review the term sheet and discuss the issues.” She cautions, “Be wary of professional advisors who use lots of boilerplate documents, take extreme positions or use tactics that are adversarial. Strive always to keep the negotiations ‘win-win.'”

If the buyer and the seller have verbally agreed on the price and terms, then putting words on paper can be a good idea. This allows the parties to see what has been agreed on, at least verbally. This step can lead to the more formalized letter of intent based on the information contained in the term sheet. The term sheet allows the parties and their advisors to put something on paper that has been verbally discussed and tentatively agreed on prior to any documentation that requires signatures and legal review.

A term sheet is, in essence, a preliminary proposal containing the outline of the price, terms and any major considerations such as employment agreements, consulting agreements and covenants not to compete. It is a good first step to putting a deal together.

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