Leela
Setup

Corporate development and M&A.

The side letter against the term sheet. The diligence bundle read as one. The acquirer's NDA that is really a no-shop.

Setup See how it works

The term sheet was agreed in May. The side letter arrived the week of closing.

Every closing produces documents that claim to reflect what was agreed. Leela reads each one against the document that controls it and quotes both sides, so what is signed is what was negotiated.

What you send

What comes back

  1. The read

    Monthly management accounts: beyond the term sheet's quarterly cadence. A fixed $2,000,000 co-invest: the term sheet grants pro rata only. An MFN election: nowhere in the term sheet. The observer seat: agreed, same threshold.

  2. The list

    The asks ranked by cost, each with accept, push back or trade, and the term-sheet basis quoted or its absence stated.

  3. The note

    What belongs in the definitive documents rather than a side letter, so nothing conflicts with the IRA already near final.

What about the acquirer's NDA?

Escalate, not negotiate.

An acquirer's "standard" confidentiality agreement with a 7-year term and an 18-month no-shop under a heading that says Standstill is not a redline job. It comes back as 1 line to you and whoever you name, with the paragraph quoted.

Also on the desk

  • The diligence bundle

    10 documents in. The PIIA signed 21 days after the start date it was due. The contractor agreement with no IP assignment at all. One memo per document, one consolidated report.

  • The MFN compendium

    Every side letter's provisions in one matrix, under each letter's own carve-outs, with the 90-day clock stated.

  • The amendment

    A "housekeeping" credit amendment with a fund-family cross-default under a comment that calls it a conforming change. Surfaced, quoted.

  • The subscription pack

    Completed subscription documents checked against the form. Three errors across two investors, including a commitment that does not match the signature page.

  • The definitive documents

    SPA, charter, investor rights and voting agreements read together. "What consents does the new round trigger?" Every answer cites its clause in each document.

  • The record

    Every draft, every side letter, every turn on the round, in one matter. Settled points stay settled through the closing checklist.

Send her the side letter.

Setup