Course 18 of 20 · Power Origination and PPA Desk Academy

Term Sheets & Negotiation

Stage E, Negotiation and lifecycle command. Level 9 of 10.

Drafting a term sheet and running a negotiation so every clause stays internally consistent with the structure, price and risk positions already taken.

119 chapters · 11 modules · every chapter one 8 to 10 minute explainer · builds on: Course 09, Course 12, Course 13, Course 16

Enrol or enquire See the 119 chapters
How a chapter is delivered

One chapter is one idea taken to the point of use

Each chapter covers one idea to the point where you can use it, and comes two ways: a narrated explainer, and a deep dive audio discussion of around thirty minutes that works the same material at depth.

Self-paced throughout, and the same chapters can be taught as a cohort. Chapters run in order: each one assumes only what the chapters before it taught, and capability belonging to a later course is named and deferred rather than half-covered.

Curriculum

11 modules · 119 chapters

Open any module for its full chapter list, in teaching order.

M0 A Term Sheet That Does Not Contradict Itself Ch 1-10
  1. What a Term Sheet Is Actually For
  2. Every Heading Is a Position, Not a Blank
  3. Which Seat the Heading Is Written From
  4. The Positions Already Taken Before Drafting Begins
  5. Why Contradictions Arrive One Concession at a Time
  6. The Three Artefacts This Material Builds
  7. Term Sheet, Heads of Terms, Letter of Intent
  8. Binding and Non-Binding on the Same Page
  9. The Published Forms a Corporate Negotiation Starts From
  10. The Material Inherited and the Material Deferred
M1 The Register of Positions Taken Ch 11-21
  1. The Register Opened Before the First Call
  2. The Fields That Make a Register Row Usable
  3. The Delivery Route Row, Sleeved or Virtual
  4. The Volume Row: Which Structure the Price Assumed
  5. The Reference Row and the Series Behind It
  6. The Curtailment Row and the Volume It Removes
  7. The Attribute Row: Transfer, Timing and Shortfall
  8. The Security Row: Instrument, Amount and Trigger
  9. The Portfolio Row When Several Sites Sign Together
  10. Hard Positions, Tradable Positions and the Line Between
  11. Custody of the Register During a Live Negotiation
M2 The Dependency Map: Which Heading Reads From Which Ch 22-32
  1. A Term Sheet Read as a Network Rather Than a List
  2. Drawing the Map for One Virtual Contract
  3. Volume Structure Into Price, the Strongest Link
  4. Curtailment Into Delivered Volume Into Revenue
  5. Reference Series Into Settlement Into Invoice
  6. Attribute Timing Into Claim and Into Price
  7. Term Length Into Security Amount Into the Exit Basis
  8. Indexation Into Price Into the Accounting Answer
  9. Conditions Precedent Into Start Date Into Everything Dated
  10. One Heading Moves and Three Must Follow
  11. Reading the Map Backwards From a Concession
M3 Drafting the Structure and Volume Headings Ch 33-43
  1. The Parties and the Entity That Will Actually Sign
  2. The Facility Heading: Naming the Asset Precisely Enough
  3. The Delivery Route Heading and What It Forecloses
  4. The Volume Heading for a Produced-Output Sale
  5. The Volume Heading for a Firmed or Shaped Commitment
  6. The Share-of-Generation Heading and Its Ambiguity
  7. Expressing an Expected Quantity Without Promising One
  8. The Metering and Volume Evidence Heading
  9. The Term Heading: Commencement, Expiry and Long-Stop
  10. Conditions Precedent and the Milestone Schedule
  11. Reading the Structure Headings Back for Direction
M4 Drafting the Price Headings Ch 44-54
  1. The Price Heading and the Three Things It Must Fix
  2. Writing a Strike Without Restating How It Was Derived
  3. The Reference Heading: Publisher, Series and Timestamp
  4. The Fallback Ladder a Term Sheet Must Name
  5. The Indexation Heading: Base Date, Index and Proportion
  6. Writing a Collar Into Two Sentences
  7. Tying a Floor to the Strike in One Sentence
  8. The Settlement Period Heading Decides the Payout
  9. Invoicing, Payment Days and the Disputed Amount
  10. Taxes, Levies and the Pass-Through Heading
  11. Reading the Price Headings Back Against the Register
M5 Drafting the Risk Allocation Headings Ch 55-65
  1. The Curtailment Heading and the Causes It Must Separate
  2. Deemed Generation: Writing a Volume That Did Not Flow
  3. The Negative Price Heading and the Stop It Authorises
  4. Availability and the Promise Not to Promise Output
  5. The Basis Position Nobody Writes Down
  6. The Attribute Heading: Quantity, Timing and Shortfall
  7. The Claim Support the Buyer Actually Needs
  8. Imbalance and Shaping Cost in One Sentence
  9. Change in Law: Naming the Trigger and Stopping There
  10. Relief as a Heading, Not a Schedule
  11. Reading the Risk Headings Back for Direction
M6 Credit, Security and the Conditional Headings Ch 66-75
  1. The Security Heading: Instrument, Amount and Timing
  2. The Downgrade Trigger and Who It Protects
  3. Parent Guarantee Against Bank Instrument in One Line
  4. The Threshold Heading and the Register Row Behind It
  5. Step-In and Lender Consent a Developer Must Carry
  6. The Exit Basis the Term Sheet Must Name
  7. Assignment, Change of Control and Novation
  8. Confidentiality, Exclusivity and Who Pays Costs
  9. Governing Law, Forum and Expert Determination
  10. Reading the Credit Headings Back for Direction
M7 The Cross-Clause Consistency Check Ch 76-86
  1. The Check as a Routine, Not a Review
  2. Paired Tests: the Form the Check Takes
  3. Does the Volume Heading Match the Price Basis
  4. Does Curtailment Match the Volume Promise
  5. Does Attribute Timing Match Settlement Timing
  6. Does Security Match Term and Exposure
  7. Does the Portfolio Blend Match Each Site
  8. Does Every Date Hang Off One Commencement
  9. Running the Check Between Two Drafts
  10. Logging a Failed Test Without Reopening the Deal
  11. The Check Applied to a Draft With Four Faults
M8 Running the Negotiation Against the Register Ch 87-97
  1. What the Negotiator May Concede Without Asking
  2. Sequencing Headings by Dependency, Not Importance
  3. Settling Shape Before Anyone Quotes a Number
  4. The Buyer's Approval Path as a Drafting Constraint
  5. The Three-Heading Rule When You Concede
  6. Repricing a Concession Without Rebuilding the Valuation
  7. The Exchange Log and Which Version Binds
  8. Negotiating Onto Someone Else's Paper
  9. A Request That Cannot Be Granted Consistently
  10. Deadlock on One Heading and the Package That Breaks It
  11. Signing a Term Sheet the Long Form Can Be Drafted From
M9 Inconsistent Drafts, Worked Ch 98-108
  1. The Archetypes of Inconsistency
  2. Deemed Volume Against a Produced-Output Price
  3. A Floor Granted and the Strike Left Where It Was
  4. A Shorter Term Agreed and the Security Unchanged
  5. Attributes Transferred Monthly and Invoiced Annually
  6. One Series Changed in One Heading Only
  7. Volume Flexibility Granted Twice Under Two Names
  8. A Portfolio Price Quoted Against One Site's Shape
  9. Two Headings Paying for the Same Curtailed Volume
  10. An Indexation Heading That Moved the Accounting Answer
  11. Reading a Whole Term Sheet Back for Direction
M10 One Term Sheet Negotiated Whole, and the Limits Ch 109-119
  1. The Brief: a Wind Project and a Data Centre Buyer
  2. Case, Part One: the Register at the Opening Position
  3. Case, Part Two: the Structure and Volume Headings
  4. Case, Part Three: the Price Side and the Collar Asked For
  5. Case, Part Four: Curtailment and the Attribute Allocation
  6. Case, Part Five: Security Against a Thin Covenant
  7. The Buyer Returns With Six Changes
  8. Running the Check on the Returned Paper
  9. The Concession That Should Not Have Been Made
  10. What a Consistent Term Sheet Cannot Do
  11. Where the Signed Paper Goes Next

The brochure gives each of these 119 chapters a paragraph on what it covers and what you can do once you have worked through it.

This is course 18 of twenty

It stands alone, and it is also the entry point to the Power Origination and PPA Desk Academy pathway.

Enrol or enquire See the whole pathway