Why the LOI matters more than people think
The Letter of Intent is where the deal is actually negotiated. By the time a purchase agreement is being drafted, the economics are largely settled and the lawyers are papering what the LOI already said. A vague LOI does not save negotiation for later — it hands the advantage to whichever side has better counsel.
The terms that get skipped in casually written LOIs are consistently the expensive ones: how working capital is trued up at closing, who bears the risk if the landlord will not assign the lease, what happens to inventory, and precisely when exclusivity expires.
Asset or stock
This single choice moves more money than most price negotiations, and it moves it through the tax treatment rather than the headline number. Buyers generally want assets, sellers generally want stock, and the gap between them is usually bridgeable if it is raised at LOI stage rather than discovered at closing.
What this is and is not
This is transaction documentation prepared by a licensed broker and intermediary with decades of deal experience. It is not legal advice, and it does not replace your attorney. A well-built LOI makes your attorney's work faster and cheaper because the commercial terms arrive already thought through. Have counsel review it before you sign.
What's Included
- Purchase price and structure
- Asset versus stock treatment
- Deposit and escrow terms
- Due diligence period and access rights
- Exclusivity and confidentiality provisions
- Contingencies — financing, lease assignment, licensing
- Working capital and inventory treatment
- Proposed closing timeline
What You Receive
- Letter of Intent (DOCX and PDF)
- One revision round
- Review call
How It Works
- Short intake call — 20 minutes to confirm scope and price before you commit to anything.
- Send your materials — financials, lease, or documents, through a secure link.
- Work is performed — 2–3 business days.
- Delivery and review call — you get the files and a call to walk through them.