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Process

Letter of Intent

A letter of intent is a document that sets out the main terms of a proposed deal, such as price and structure, before the final contracts are signed.

A letter of intent, or LOI, is the first written offer in a sale. It states price, how you get paid, who stays, and how long the buyer gets to finish its checks. Most terms are not legally binding. A few, such as confidentiality and exclusivity, usually are.

For example, an LOI might offer $30 million, with $24 million in cash at closing and $6 million in rollover equity. It might also give the buyer 60 days of exclusivity to finish due diligence.

The LOI matters because it sets the shape of the deal. Changing a term later is hard, and the buyer may re-price if diligence finds problems. Read every line, and ask your lawyer to review it before you sign.

Learn what to check in the letter of intent guide.

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