Term sheets are invaluable in that they can serve as a point of orientation during negotiations. Thanks to term sheets it is possible to keep everyone involved, focused and on target.
What is a Term Sheet?
These nonbinding agreements detail the basic terms and conditions of a deal. It is different from a legally binding agreement, so it is often misunderstood by buyers and sellers. However, the term sheet serves the purpose of moving a deal along and helping both parties to get on the same page.
A term sheet can be thought of as a preliminary proposal that contains a range of information that is essential to the deal. A well-crafted term sheet includes more than the price, as it also includes key terms and any major considerations, such as employment agreements, consulting and more.
In Russ Robb’s book, “Streetwise Selling Your Business,” Robb concluded that a term sheet serves to include the price range along with the basic structure of a deal. Importantly, Robb also notes that a term sheet will include whether or not any real estate is included in the deal.
There are other ways of thinking about a term sheet. Author and attorney Jean Sifleet once stated that a term sheet should clearly answer the four all-important questions of: Who? Where? What? And, last but not least, How much?
The Importance of Customization
The goal of any negotiation should be to achieve a win-win for everyone involved. In order to achieve that win-win environment, it is helpful to avoid lawyers, accountants and other advisors who overutilize boilerplate documents or who use adversarial tactics or adopt extreme negotiation positions.
Putting it in Writing
Once a verbal agreement has been reached on the important variables of price and terms, it is critical to put that agreement in writing. It is through this information that the process can move on to the next stage and a more formalized letter of intent can be created. It is important to remember that the term sheet is designed to help both parties and can be used to help a deal take its final form.
Term sheets are an extremely useful and time-saving tool. They orient the thinking of all parties involved in the process and help cultivate a clearer understanding of what the final agreement will look like. Through term sheets, it is possible to avoid misunderstandings and last-minute surprises, which often sabotage deals.
Copyright: Business Brokerage Press, Inc.
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