Letter of Intent Details Matter

Writing Detailed LOIs

Ambiguous Letters of Intent kill deals.

They're a waste of time for both sides and bring consequences for sellers far in excess of the hard costs spent on the transaction.

We push hard pre-LOI to get rid of this ambiguity. Not only to prevent broken transactions, but to negotiate when the seller's bargaining position is highest.

Terms that aren't necessarily retrades feel a lot like them from the seller's point of view. Here's how that works in practice:

• I offer you $1M for your asset, and you agree
• Later I say, "Actually I'll pay you $500k now and $500k later"
• You say, "I didn't agree to that!"
• I say, "Yeah but you didn't NOT agree to it"

See how that feels? This has now become a problem.

The business owner wants to walk, understandably feeling that he can't trust a buyer who breaks her agreement this late in the game. The buyer reasonably wants some flexibility from the seller to accept terms that she feels are market.

Unfortunately, pushy brokers withholding key information early in the process are a big reason why this happens. Buyers just aren't always as informed as they need to be even as they're committing to a business under exclusivity.

This is why we do things differently. It's exceedingly in our client's favor to provide more information upfront, faster, and demand clear and detailed Letters of Intent. We just don't accept incomplete offers!