Letter Of Intent (LOI)

Bradford Toney
Updated At


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What is Letter of Intent (LOI)?

A Letter of Intent (LOI), often used in the business sale process, is a formal, non-binding written agreement that outlines the key terms of a proposed transaction between two parties (typically the buyer and the seller). It usually specifies aspects such as the purchase price, the structure of the deal, and any terms or conditions.

The LOI serves several critical functions:

Sets foundations of negotiation: It brings all details in one place for all the parties involved thereby reducing misunderstandings and aligning expectations.

Expresses serious interest: LOI is a signal that the buyer is serious about the purchase and wants to move forward with the negotiation.

Outline preliminary deal structure: The LOI is a blueprint of the transaction where terms and conditions are laid out, subject to change based on further discussions.

Secures deal exclusivity: In some cases, the LOI asks the seller to not entertain other offers for a specific period, allowing the buyer to conduct due diligence.

Bear in mind, the LOI isn't legally enforceable, except few parts like confidentiality and exclusivity clauses. It acts more as a gesture of goodwill, protecting both parties' interests as they proceed with the negotiations.

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Letter of Intent (LOI) vs. Purchase Agreement

A Letter of Intent (LOI) and a Purchase Agreement are both crucial steps in the business sale process, but they serve different purposes.

The LOI is an initial, non-binding agreement that outlines the basic terms of the deal. It's negotiable, more informal, and sets the stage for further negotiations.

On the other hand, a Purchase Agreement is a binding contract that details the final terms of the sale once all negotiations are complete. It's formal, legally enforceable, and requires careful review by legal counsel due to its potential implications.

To sum it up, the LOI is like a blueprint you'd prepare before building a house, while the Purchase Agreement is the finalized design plan that you're committed to build.

Considering the calculation aspect, unfortunately, an LOI doesn't have a specific formula since it's a drafted document that states the intentions of both parties, much like a written understanding, rather than a numerical value to be calculated.

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Why is Letter of Intent (LOI) Important?

So why do businesses bother with an LOI? Here's why:

Clarifies deal structure: It provides a preliminary understanding of the deal, making sure everyone is on the same page.

Protects both parties: LOI typically includes a confidentiality clause protecting both buyer and seller's sensitive information.

Saves time and resources: It demonstrates serious intent, ensuring neither party wastes time on a non-serious buyer or seller.

Facilitates due diligence: It often involves an exclusivity clause, enabling the buyer to perform a thorough inspection without competition.

To put it simply, a Letter of Intent is like saying, "Here's how I plan to buy your business, let's talk about it." It outlines the key terms for a proposed business deal but is not legally binding except for parts like confidentiality or exclusivity clauses. LOIs are important because they set the negotiating stage, express serious buyer intent, and protect both parties. However, unlike a Purchase Agreement, LOIs are negotiable and initial, serving as a blueprint for the deal.

  • Letter of Intent: What you need to know. (n.d.). https://www.contractscounsel.com/t/us/letter-of-intent
  • Ullrich, J. (2023, February 1). What is a purchase agreement? Bankrate. https://www.bankrate.com/real-estate/what-is-a-purchase-agreement/
  • Term Sheet vs. Letter of Intent vs. Purchase Agreement – Vazilegal Startup Library. (n.d.). https://vazilegal.com/library/knowledgebase/term-sheet-vs-letter-of-intent-vs-purchase-agreement/#:~:text=A%20Letter%20of%20Intent%20breathes,comprehensive%20exploration%20of%20these%20documents.
  • A Quick Guide to Definitive Agreement vs. Letter of Intent (LOI). (2022b, December 17). https://www.midmarketbusinesses.com/about/deal-team/definitive-agreement-vs-letter-of-intent
  • The importance of M&A documentation - the letter of intent. (n.d.). Generational Equity. https://www.genequityco.com/insights/the-importance-of-ma-documentation-letter-of-intent#:~:text=Letters%20of%20Intent%3A%20A%20Framework%20for%20Moving%20Forward&text=As%20such%2C%20the%20LOI%20provides,in%20the%20transaction%20pan%20out).
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