Letter of Intent (LOI)
Draft a non-binding LOI that locks the deal, sets diligence access, and protects you in exclusivity.
What's Included
The LOI is where most buyers lose leverage. They sign a "standard" one-pager, get locked into 60 days of exclusivity, then watch the seller move the goalposts during diligence.
We draft (or review) your LOI to include: - Headline price with explicit adjustment mechanism - Asset list, excluded assets, and included real estate - Working capital target and peg formula - Full exclusivity period with mutual termination triggers - Access to books, contracts, employees, and customers during DD - Confidentiality and non-solicitation - Closing conditions: financing, lease assignment, third-party consents - Break-up fee or expense reimbursement
A tight LOI saves $20,000+ in renegotiation legal fees and stops sellers from re-trading the deal.
Key Benefits
Prevent seller re-trading during diligence
Lock exclusivity and diligence access in writing
Working capital peg defined upfront (not at closing)
Clear closing conditions you control
Foundation for your APA / share purchase agreement
Available in These Packages
Related Deal Services
More services in the same M&A lifecycle stage.
Offer & Negotiation
Build offer terms, price, financing structure, and negotiation tactics that protect your interests.
Deal Structure
Design asset vs share, earn-out, VTB, holdback, and tax-optimized closing structure.
Payment & Financing
Design and source the financing stack: bank, BDC, vendor, SBA, and equity.
Seller Negotiations
Direct negotiation support from offer through close — price, terms, training, non-compete.