What Does LOI Stand For? Letter of Intent Guide

What does LOI stand for in M&A transactions? LOI stands for Letter of Intent—a critical document that represents a buyer's formal interest in acquiring your business. Understanding what an LOI is, what it contains, and how to navigate LOI negotiations can make the difference between a successful transaction and a deal that falls apart.

What Is a Letter of Intent (LOI)?

A Letter of Intent (LOI) is a written expression of a buyer's intent to purchase a business under specific terms. It outlines the proposed purchase price, deal structure, key terms, and conditions that will govern the transaction if both parties proceed.

The LOI serves several important purposes in M&A transactions:

• Formalizes the buyer's serious interest and commitment
• Establishes key economic and structural terms
• Creates framework for due diligence
• Triggers exclusivity period where seller cannot negotiate with other buyers
• Provides blueprint for definitive purchase agreement

Key Components of an LOI

1. Purchase Price and Valuation

The LOI specifies the proposed purchase price, often as a multiple of SDE or EBITDA, or as a fixed dollar amount. It may include pricing adjustments based on working capital, inventory levels, or other factors.

2. Deal Structure

The LOI outlines whether the transaction will be:

• Asset Sale: Buyer purchases specific assets and assumes certain liabilities
• Stock Sale: Buyer purchases ownership shares/membership interests
• Merger: Companies combine through legal merger

3. Payment Terms

How will the purchase price be paid?

• Cash at closing
• Seller financing (portion paid over time)
• Earnout provisions (performance-based payments)
• Assumption of debt
• Equity rollover (seller retains partial ownership)

4. Due Diligence Terms

The LOI establishes:

• Due diligence timeline (typically 30-90 days)
• Scope of investigation
• Access to records, facilities, and management
• Conditions that must be satisfied

5. Exclusivity Period

Most LOIs include an exclusivity or "no-shop" clause requiring the seller to negotiate exclusively with this buyer for a defined period (typically 30-90 days). During exclusivity, the seller cannot solicit or entertain other offers.

6. Contingencies and Conditions

Common contingencies include:

• Satisfactory completion of due diligence
• Obtaining financing
• Key employee retention agreements
• Facility lease assignment or renewal
• Customer contract assignments
• Regulatory approvals

7. Employee and Management Matters

The LOI may address:

• Seller's post-closing employment or consulting role
• Retention of existing employees
• Key employee incentive or retention plans
• Management transition timeline

8. Non-Compete and Non-Solicitation

Terms typically include seller agreeing not to:

• Compete with the business for specified period (typically 3-5 years)
• Solicit customers or employees
• Geographic restrictions on non-compete

The LOI Process Timeline

Pre-LOI Phase

1. Initial buyer interest and preliminary discussions
2. Buyer reviews Confidential Information Memorandum (CIM)
3. Management meetings between buyer and seller
4. Buyer develops initial valuation perspective

LOI Submission and Negotiation

1. Buyer submits LOI (typically 5-10 pages)
2. Seller reviews with M&A advisor and attorney
3. Seller provides comments or counter-proposal
4. Parties negotiate key terms
5. Both parties execute final LOI

Post-LOI Phase

1. Due diligence period begins (exclusivity period starts)
2. Buyer investigates business thoroughly
3. Definitive purchase agreement drafted
4. Final negotiations on purchase agreement
5. Closing occurs if all conditions satisfied

Common LOI Negotiation Points

Purchase Price Adjustments

Buyers often propose working capital adjustments, inventory valuation methodologies, or debt payoff provisions that can significantly impact net proceeds. Sellers should understand exactly how these mechanisms work.

Earnout Provisions

If the LOI includes earnouts (future payments based on performance), negotiate:

• Performance metrics (revenue, EBITDA, customer retention)
• Calculation methodologies
• Who controls operations during earnout period
• Dispute resolution mechanisms
• Maximum earnout caps

Exclusivity Duration

Buyers want long exclusivity to complete due diligence. Sellers want shorter periods to maintain negotiating leverage. Typical compromise: 60-day initial period with possible 30-day extension.

Due Diligence Scope

Sellers should ensure due diligence requests are reasonable and don't disrupt business operations or compromise confidentiality unnecessarily.

Red Flags in LOIs

Certain LOI terms should raise concerns:

Unreasonably Low Valuation

If the LOI price is 20%+ below market value without clear justification, it may indicate the buyer isn't serious or plans to re-trade during due diligence.

Vague or Extensive Contingencies

Too many contingencies or poorly defined conditions give buyers easy outs. Specificity matters.

Aggressive Earnouts

If too much of the purchase price is contingent on future performance, reconsider. Earnouts over 30% of total consideration become increasingly risky for sellers.

Excessive Seller Financing

If a buyer can't secure reasonable bank financing, it may indicate financial weakness or business concerns that banks identified.

Unrealistic Timelines

Extremely short due diligence periods may indicate buyer inexperience or attempt to rush seller into unfavorable terms.

What Happens After LOI Execution?

Once both parties sign the LOI:

1. Due Diligence Begins: Buyer investigates all aspects of business
2. Definitive Agreement Drafted: Attorneys prepare detailed purchase agreement
3. Continued Negotiations: Final terms negotiated during due diligence
4. Financing Secured: Buyer finalizes funding arrangements
5. Closing Conditions Satisfied: All contingencies addressed
6. Transaction Closes: Documents signed, money transferred, ownership changes

LOI Success Factors

To maximize LOI outcomes:

For Sellers:

• Don't accept the first LOI—multiple offers create negotiating leverage
• Work with experienced M&A advisor to evaluate and negotiate terms
• Understand not just headline price but net proceeds after adjustments
• Don't grant exclusivity until LOI terms are favorable
• Ensure your attorney reviews before signing

For Buyers:

• Be realistic with valuation—lowball offers damage credibility
• Clearly define contingencies and due diligence scope
• Demonstrate financial capability to close
• Move efficiently once exclusivity granted
• Communicate openly throughout process

Conclusion

Understanding what does LOI stand for is just the beginning. The Letter of Intent represents a critical milestone in business sale transactions—the point where serious negotiations begin and deal structure takes shape. While LOIs are typically non-binding on commercial terms, they set expectations and framework for everything that follows.

Business owners in Knoxville and throughout the Southeast should approach LOI negotiations with experienced advisors who can evaluate terms, identify red flags, and negotiate favorable provisions. The LOI sets the tone for the entire transaction, making this one of the most important documents in the M&A process.

Whether you're selling your business or acquiring one, understanding LOI structure, key provisions, and negotiation strategies ensures you enter the transaction with eyes wide open and positioned for success.