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Real Estate Private Equity Term Sheet
"I need a Real Estate Private Equity Term Sheet for a USD 50 million investment into a mixed-use development project in Mumbai, with the investment structured through a Singapore-based fund investing into an Indian SPV, planned for March 2025."
1. Parties: Details of the PE investor(s), promoters, and target company/SPV
2. Background: Brief overview of the project, parties involved, and purpose of the investment
3. Definitions: Key terms used throughout the term sheet
4. Investment Structure: Details of investment amount, valuation, and securities to be issued
5. Project Details: Description of the real estate project, location, and development plans
6. Use of Proceeds: Specified allocation of investment funds
7. Governance Rights: Board composition, voting rights, and management structure
8. Reserved Matters: Key decisions requiring investor approval
9. Transfer Restrictions: Lock-in periods and restrictions on share transfers
10. Exit Rights: Exit mechanisms including put options, IPO, strategic sale
11. Representations and Warranties: Basic confirmations from parties regarding authority and capability
12. Conditions Precedent: Conditions to be satisfied before investment
13. Confidentiality: Terms regarding confidential information
14. Binding Effect: Which provisions are binding and non-binding
15. Governing Law: Applicable law and jurisdiction
1. Foreign Investment Compliance: Required when foreign investors are involved, detailing compliance with FEMA regulations
2. RERA Compliance: Required for under-construction properties, detailing compliance with RERA requirements
3. Environmental Compliance: Required for undeveloped land or construction projects
4. Tag-Along Rights: Optional protection for minority investors
5. Drag-Along Rights: Optional right for majority investors to force minority shareholders to join in sale
6. Anti-Dilution Protection: Optional protection against future down rounds
7. REIT Conversion Rights: Optional provisions for future REIT conversion
8. Green Shoe Option: Optional provision for additional investment rights
9. Asset Management Terms: Required when PE firm will provide asset management services
1. Schedule 1 - Cap Table: Pre and post-investment shareholding pattern
2. Schedule 2 - Project Details: Detailed description of real estate project including plans and approvals
3. Schedule 3 - Conditions Precedent: Detailed list of conditions to be satisfied before investment
4. Schedule 4 - Reserved Matters: Comprehensive list of investor approval items
5. Schedule 5 - Property Documents: List of title documents and property-related approvals
6. Schedule 6 - Investment Schedule: Tranching details if investment is to be made in multiple rounds
7. Schedule 7 - Warranties: Detailed warranties to be provided in definitive agreements
8. Appendix A - Property Valuation Summary: Key metrics and assumptions from property valuation
9. Appendix B - Development Timeline: Project development and construction milestones
Authors
Agreement
Applicable Law
Asset Management Agreement
Board
Business Day
Business Plan
Carpet Area
Closing
Closing Date
Company/SPV
Completion Certificate
Conditions Precedent
Confidential Information
Construction Timeline
Control
Definitive Agreements
Developer
Development Rights
Drag Along Right
Encumbrance
Environmental Laws
Equity Shares
Exit Event
Fair Market Value
FEMA
Financial Year
Force Majeure
Fully Diluted Basis
Governmental Authority
Group
Holding Company
INR
Investment Amount
Investment Period
Investor
IPO
Key Management Personnel
Land
Lenders
Material Adverse Effect
Occupancy Certificate
Parent Company
Permits
Person
Project
Project Documents
Project Land
Promoter
Property
Put Option
RERA
Reserved Matters
SEBI
Securities
Shareholders Agreement
Shareholding
Subscription Amount
Subsidiary
Tag Along Right
Target Company
Term Sheet
Territory
Title Documents
Transfer
Valuation
Investment Structure
Subscription Terms
Valuation
Use of Proceeds
Project Development
Conditions Precedent
Representations and Warranties
Board Composition
Voting Rights
Reserved Matters
Transfer Restrictions
Tag Along Rights
Drag Along Rights
Exit Rights
Put Option
Anti-Dilution
Information Rights
Management Rights
Asset Management
Project Monitoring
Regulatory Compliance
Environmental Compliance
RERA Compliance
Foreign Investment Compliance
Confidentiality
Non-Compete
Default
Indemnification
Force Majeure
Dispute Resolution
Governing Law
Binding Effect
Costs
Notices
Assignment
Amendment
Entire Agreement
Severability
Real Estate Development
Commercial Real Estate
Residential Real Estate
Industrial Real Estate
Retail Real Estate
Hospitality Real Estate
Logistics and Warehousing
Mixed-use Development
Special Economic Zones
Data Centers
Legal
Investment
Real Estate
Finance
Compliance
Risk Management
Senior Management
Corporate Development
Asset Management
Project Management
Due Diligence
Strategy
Chief Executive Officer
Chief Financial Officer
Chief Investment Officer
Real Estate Fund Manager
Investment Director
Legal Counsel
Compliance Officer
Development Director
Asset Manager
Investment Analyst
Real Estate Director
Managing Director
Partner - Real Estate
Vice President - Investments
Senior Investment Manager
General Counsel
Project Director
Risk Manager
Transaction Manager
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