3 Powerful Letter of Intent Templates to Secure Your Business Purchase

A Letter of Intent (LOI) to buy a business is a crucial step in the acquisition process, outlining the key terms and conditions of the proposed deal. Below are three unique detailed templates for a Letter of Intent to Buy a Business, each tailored to different scenarios and levels of formality.


Template 1: Formal and Comprehensive LOI





[Your Name]
[Your Title]
[Your Company Name]
[Your Address]
[City, State, ZIP Code]
[Email Address]
[Phone Number]
[Date]

[Seller’s Name]
[Seller’s Title]
[Seller’s Company Name]
[Seller’s Address]
[City, State, ZIP Code]

Dear [Seller’s Name],




I am writing to express my formal intent to purchase [Seller’s Company Name] (the “Company”). This Letter of Intent (LOI) outlines the primary terms and conditions under which I propose to acquire the Company, subject to the execution of a definitive purchase agreement and satisfactory completion of due diligence.

1. Purchase Price and Payment Terms
The proposed purchase price for the Company is [$X], payable as follows:

  • [$X] as an initial payment upon closing of the transaction.
  • [$X] as a promissory note payable over [number] years with an interest rate of [X]%.

2. Assets to be Acquired
The acquisition will include all assets of the Company, including but not limited to inventory, equipment, intellectual property, customer contracts, and goodwill.

3. Assumed Liabilities
I intend to assume the following liabilities: [list of liabilities]. All other liabilities will remain the responsibility of the Seller.

4. Due Diligence
The purchase is contingent upon satisfactory completion of due diligence, which will include financial, operational, and legal reviews. Due diligence is expected to be completed within [number] days from the date of this LOI.

5. Confidentiality
Both parties agree to keep the terms of this LOI and any information exchanged confidential.

6. Exclusivity
From the date of this LOI until [number] days after, the Seller agrees not to solicit or negotiate with any other potential buyers.

7. Closing Date
The anticipated closing date for this transaction is [date], subject to mutual agreement and satisfactory completion of all conditions.

This LOI is non-binding, except for the confidentiality and exclusivity provisions, and serves as a basis for further negotiations. I look forward to working with you to finalize this transaction.

Sincerely,

[Your Name]
[Your Title]
[Your Company Name]


Template 2: Simplified LOI for Small Business Acquisition

[Your Name]
[Your Address]
[City, State, ZIP Code]
[Email Address]
[Phone Number]
[Date]

[Seller’s Name]
[Seller’s Company Name]
[Seller’s Address]
[City, State, ZIP Code]

Dear [Seller’s Name],

I am pleased to submit this Letter of Intent (LOI) to outline the proposed terms and conditions under which I intend to purchase [Seller’s Company Name] (the “Company”). This document serves as a preliminary agreement and basis for further negotiations.

1. Purchase Price
I propose a purchase price of [$X] for the Company, payable in full at the closing of the transaction.

2. Assets Included
The purchase will include all tangible and intangible assets of the Company, including equipment, inventory, intellectual property, and customer lists.

3. Due Diligence
The transaction is subject to a due diligence review, to be completed within [number] days from the date of this LOI.

4. Closing Date
We aim to close the transaction on or before [date].

5. Confidentiality
Both parties agree to maintain confidentiality regarding the terms of this LOI and any related discussions.

This LOI is non-binding and intended to facilitate the negotiation process. I am excited about the opportunity to acquire [Seller’s Company Name] and look forward to working together to complete this transaction.

Sincerely,

[Your Name]


Template 3: Detailed LOI with Contingencies

[Your Name]
[Your Title]
[Your Company Name]
[Your Address]
[City, State, ZIP Code]
[Email Address]
[Phone Number]
[Date]

[Seller’s Name]
[Seller’s Title]
[Seller’s Company Name]
[Seller’s Address]
[City, State, ZIP Code]

Dear [Seller’s Name],

This Letter of Intent (LOI) sets forth the terms and conditions under which [Your Company Name] (“Buyer”) intends to acquire [Seller’s Company Name] (“Company”). This LOI outlines the preliminary understanding and is subject to further negotiation and execution of a definitive purchase agreement.

1. Purchase Price and Structure
The proposed purchase price for the Company is [$X], payable as follows:

  • [$X] in cash at closing.
  • [$X] in the form of an earn-out based on the Company’s performance over [number] years.

2. Assets and Liabilities
The Buyer will acquire all assets of the Company, including but not limited to [list of assets]. The Buyer will assume the following liabilities: [list of liabilities]. Any other liabilities will remain the responsibility of the Seller.

3. Due Diligence
The Buyer will conduct due diligence within [number] days from the execution of this LOI. Due diligence will include a review of the Company’s financials, operations, legal matters, and other relevant areas.

4. Contingencies
This transaction is contingent upon the following:

  • Satisfactory completion of due diligence.
  • Approval by the Buyer’s board of directors.
  • Obtaining necessary third-party consents.

5. Confidentiality and Exclusivity
Both parties agree to keep the terms of this LOI and any information exchanged confidential. The Seller agrees to a [number]-day exclusivity period during which the Seller will not engage in discussions with other potential buyers.

6. Closing Date
The anticipated closing date for the transaction is [date], subject to mutual agreement and fulfillment of all contingencies.

This LOI is intended to serve as a basis for further negotiations and is non-binding, except for the confidentiality and exclusivity provisions.

Thank you for considering this proposal. I look forward to working with you to finalize this transaction.

Sincerely,

[Your Name]
[Your Title]
[Your Company Name]


These templates should provide a solid foundation for drafting a Letter of Intent to buy a business, tailored to different needs and levels of detail.