The document that locks up your deal and gives you leverage through closing.
LETTER OF INTENT TO PURCHASE BUSINESS ASSETS
Date: [Current Date]
[Seller Name]
[Business Name]
[Business Address]
Dear [Seller Name]:
This Letter of Intent ("LOI") sets forth the basic terms and conditions under which [Buyer Name/Entity] ("Buyer") would purchase substantially all of the assets of [Business Name] ("Business") from [Seller Name/Entity] ("Seller").
1. PURCHASE PRICE AND TERMS
Purchase Price: $[Amount]
Payable as follows:
• Cash at Closing: $[Amount]
• Seller Financing: $[Amount] ([X]% interest,
[Y] year term, monthly payments)
• Earnout: Up to $[Amount] based on performance metrics below
• Escrow Holdback: $[Amount] for [12] months
2. ASSETS TO BE PURCHASED
Buyer will purchase all assets of the Business including but not limited to:
• All equipment, furniture, fixtures, and inventory
• Customer lists and relationships
• Intellectual property, trade names, phone numbers, websites
• All assignable contracts and leases
• Goodwill
3. EXCLUDED ASSETS
The following will be excluded:
• Cash and cash equivalents
• Accounts receivable prior to closing
• Personal vehicles (list: [specify])
• [Other exclusions]
4. DUE DILIGENCE
Buyer shall have [45] days from execution of this LOI to complete due diligence.
Seller agrees to provide full access to:
• Three years of tax returns and financial statements
• All contracts, leases, and agreements
• Employee records and handbooks
• Customer and vendor lists
• All business records and operations data
5. CONDITIONS TO CLOSING
This transaction is contingent upon:
• Satisfactory completion of due diligence
• Buyer obtaining financing acceptable to Buyer
• Landlord consent to lease assignment
• Key employee agreements ([list names])
• No material adverse change in business
• [Other conditions]
6. EXCLUSIVITY AND CONFIDENTIALITY
Upon execution of this LOI, Seller agrees to:
• Immediately cease discussions with other potential buyers
• Not solicit, negotiate, or accept other offers
• Maintain strict confidentiality of this transaction
• This exclusivity period shall last [90] days
7. TRANSITION ASSISTANCE
Seller agrees to provide:
• [60] days of full-time transition assistance at no cost
• Additional consulting at $[X]/hour as needed
• Non-compete agreement for [3] years within [50] miles
8. CLOSING
Target closing date: [Date]
Closing contingent on execution of definitive purchase agreement and all conditions being met.
9. EXPENSES
Each party bears their own expenses, except:
• Seller pays for business broker commissions
• Buyer pays for financing costs
• Environmental assessments split 50/50
10. NON-BINDING NATURE
This LOI is non-binding except for:
• Exclusivity (Section 6)
• Confidentiality (Section 6)
• Expenses (Section 9)
Which shall be binding upon execution.
If these terms are acceptable, please sign below and return by [Date - 48 hours].
Sincerely,
_______________________
[Buyer Name]
Date: _______
ACKNOWLEDGED AND AGREED:
_______________________
[Seller Name]
Date: _______
Add this to exclusivity section:
| Tactic | What to Say | Why It Works |
|---|---|---|
| Deadline Pressure | "This offer expires in 48 hours" | Forces quick decision |
| Alternative Option | "I have another LOI out on a similar business" | Creates competition fear |
| Incremental Commitment | "Let's agree on price, we can work out terms" | Gets psychological buy-in |
| Professional Pressure | "My attorney needs this signed to start work" | Makes it seem inevitable |
Submit multiple LOIs with different structures:
Let seller "choose" - they always pick the highest number, giving you favorable terms.
Price reduces over time:
"Purchase price is $2M if signed within 48 hours, reducing by $50K per week thereafter."
Initial LOI Submission:
Subject: LOI for [Business Name] - Ready to Move Forward
[Seller Name],
Attached is my Letter of Intent for [Business Name]. The terms reflect our discussions
and my analysis of the business opportunity.
I'm prepared to move quickly - my attorney is standing by and my financing is pre-arranged.
I'll need your response by [date/time] as I have another opportunity requiring decision.
Looking forward to working together.
[Your Name]
[Phone]
Follow-Up (if no response in 24 hours):
Subject: Re: LOI - Withdrawing Tomorrow at 5PM
[Seller Name],
I haven't heard back on the LOI. I'm assuming you're reviewing with advisors.
I need to allocate my capital by end of week, so the LOI will expire tomorrow at 5PM
if unsigned. Happy to discuss any concerns by phone today.
[Your Name]
[Phone]
Remember: The LOI sets the tone for entire transaction. Be firm but fair. You can always give concessions during purchase agreement negotiation, but it's hard to claw back rights you give up in the LOI.
© The Blueprint System™ - Letter of Intent Template & Strategy
Part of the Complete Blueprint System (Document #12 of 32)