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VDR glossary · Deal process

What is a term sheet?

Definition

Term sheet: A short summary of the main terms of an investment or deal, such as valuation, amount, investor rights and governance, agreed before the full legal documents are drafted.

How it works in a data room

In fundraising, the term sheet usually arrives after investors have reviewed the top layer of the company’s investor data room. Once signed, the company opens the remaining legal and financial folders to the lead investor’s lawyers for confirmatory diligence. The signed term sheet itself is often stored in a restricted folder, and many rooms are reorganized at this point around the closing checklist that the term sheet triggers.

Why it matters in a deal

Most term sheet provisions are not binding, but confidentiality and exclusivity clauses often are, and the economic terms set the frame for every document that follows. Founders who have a complete room ready shorten the time between term sheet and money in the bank, which matters because markets and investor appetite can shift. In M&A, the equivalent document is usually called a letter of intent. For a breakdown of what fundraising rooms tend to cost, see our VDR pricing guide.

Example

A Berlin fintech receives a Series A term sheet setting a valuation, a liquidation preference and a board seat for the lead fund. The same day, the company grants the fund’s counsel access to the corporate, IP and employment folders. Diligence takes three weeks, the subscription and shareholder agreements are signed electronically, and the round closes a month after the term sheet. The Germany guide covers local data protection points.

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