LOI skeleton (educational)
The standard sections of a letter of intent, with plain-English notes on what each one is negotiating.
When to use it: Module 7 (The offer). Use to understand structure and draft your business terms BEFORE engaging your attorney — never to send as-is.
Professional review: This is an educational skeleton, not a legal document. Have a deal attorney draft or review your actual LOI. The dollars are yours; the drafting is theirs.
Skeleton with notes
LETTER OF INTENT — [Buyer name/entity] and [Seller name/entity] re: [Business name] 1. TRANSACTION. Proposed acquisition of [substantially all assets / 100% of the equity] of [Business]. [Note: asset vs. stock purchase is a tax and liability decision — attorney + CPA territory.] 2. PURCHASE PRICE. $[X], consisting of: - Cash at closing: $[X] - Seller financing: $[X] over [Y] years at [Z]% [standby terms if SBA] - [Earnout/holdback if any, tied to what metric] [Note: price basis — e.g. "[multiple] × SDE of $[X] per CIM" — makes later re-trading conversations honest.] 3. WORKING CAPITAL. The business will be delivered with [normalized working capital / agreed peg of $[X]]. [Note: forgetting this section costs real money. Use the working-capital calculator.] 4. FINANCING. Offer contingent on buyer obtaining [SBA 7(a)] financing of approximately $[X] on commercially reasonable terms. 5. DUE DILIGENCE. [45–60] days of exclusive access to financial, legal, and operational records. 6. EXCLUSIVITY. Seller negotiates only with buyer for [60–90] days from signing. [Note: exclusivity is the LOI's real teeth — everything else is mostly non-binding.] 7. TRANSITION. Seller to provide [X weeks/months] of transition support, [paid/unpaid], and a non-compete of [X years / X miles]. 8. CONFIDENTIALITY & NON-BINDING. This LOI is non-binding except for confidentiality and exclusivity. 9. EXPIRATION. Offer expires [date, typically 5–10 business days out]. [Signatures]
Before it goes anywhere
- ✓Your Quick Screen verdict supports the price — DSCR clears 1.25 at these terms.
- ✓Every number traces to a documented source, not the broker’s cover letter.
- ✓An attorney has drafted or reviewed the actual document.
- ✓You have a deadline on the offer and a walk-away number written down.
Put it to work
The free Academy pairs each template with a module, a working tool, and a saved artifact — readiness, buy box, screens, and the rest of the source-to-decision loop.
Educational material only — not legal, lending, tax, or investment advice. Have your attorney, CPA, and lender review anything you sign or send.