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Subject Expert
Whichever side said they would in the term sheet or LOI.
This. But I’ve always felt that deals are so much more efficient when the sell side prepares the first draft.
The seller typically provides the form. For marketed transactions the seller will often prepare a purchase agreement and then the buyers will submit their terms along with their bid and may mark up the PSA. But will often wait until they know the deal is theirs before submitting an updated PSA.
Depends. If non-marketed, Buyer may submit form on their terms first. But if the team is a strategic or done prior deals they may have their own form and insist upon using that. I would say the seller serves up the first draft in most instances, but not always in a non-marketed context.
If it's CapM, the Initial Purchasers draft.
Coach
Seller
Agree it really depends on auction vs non auction.
I’m at a west coast tech firm that is often sell side, and I prefer if buyer prepares the first draft. Reason being you know the “worst case” reps out of the gate and can start working on disclosures. If sell side prepares draft, you have to wait for buyers initial turn (which takes the longest) before you can really start work on schedules.