LOI (Letter of Intent)
The non-binding document where a buyer puts their offer in writing — and where most of the deal actually gets decided.
A Letter of Intent is the document a serious buyer sends after they've reviewed your business and want to move toward closing. It lays out the headline terms: the purchase price, the structure (cash, earnout, holdback), the working capital peg, the closing timeline, the exclusivity period, and any major conditions. Most of the LOI is technically non-binding — the price can change, the terms can shift, either side can walk away. A few specific clauses are binding: usually the exclusivity (you can't shop the deal to other buyers for 30–90 days) and the confidentiality. The LOI is where the deal goes from "interested" to "we're doing this."
The LOI is where the deal actually gets priced and structured — most of it is technically non-binding, but the exclusivity period that comes with it shifts leverage from the seller to the buyer the moment it's signed.
Sophisticated buyers know the LOI is where they lock in their advantage — exclusivity is the most valuable thing in it for them.
Find out what a buyer would see in your business — before you talk to one.
The Exit Desk free assessment takes 2 minutes. If you'd rather see what a full report looks like first, read a sample.
