A step-by-step guide to drafting a letter of intent (LOI) with our free builder
Last updated: August 14th, 2023
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Draft, sign, and send your letter of intent (LOI) in minutes with our LOI builder.
No need to mess around with legal templates and email attachments. Make your initial acquisition offer and get one step closer to a life-changing acquisition.1. Go to My Deals and select the startup you want to acquire.
2. Click Make offer.
3. Click Build an LOI.
4. Enter your purchase price.
- Click All cash, due at closing if you're paying the full purchase price in cash, OR
- Click Additional payment terms post-closing if you've agreed post-closing terms.
5. If you selected Additional payment terms, enter the closing payment amount (minimum 10 percent of the purchase price).
6. If you selected Additional payment terms, select your post-closing payment terms. Click Seller financing or Conditional holdback and fill in the prompts.
7. For Seller financing:
- Enter how much seller financing you need
- How often you want to make payments
- The number of total payments
- The interest rate percentage
8. For Conditional holdback:
- Enter the amount you want to hold back
- The length of the holdback period
- The holdback conditions
Don't add a holdback if you’re financing the acquisition with an SBA loan.
9. Select any closing conditions you want to add to your offer.
Consider including transition services, non-competition and non-solicitation agreements, or additional closing conditions.
10. If you selected post-closing transition services, enter the names of the employees who will provide these services (including the founder or seller).
11. If you selected non-competition and non-solicitation agreements, enter the names of the employees who will enter these agreements with you (including the founder or seller). Specify the duration of the agreements for each employee.
12. If you selected Additional closing conditions, enter them in the boxes to the right.
13. Enter the governing law jurisdiction in the box under Additional terms.
14. Review the LOI on the builder page or click Download to view the offer as a PDF.
15. If you want to edit the LOI, select the down arrow next to each section, review the terms, and click Edit.
16. Type your signature in the box. If you're signing on your own behalf, click As an individual and type your first and last names into the boxes.
17. If you're signing on behalf of a company, click As a company and enter the business entity name and your job title.
18. Download a copy of the LOI for your records and type a message to the seller. Click Send LOI.
Please never send an LOI without first speaking with the seller. It's not only bad form, but it suggests you have no interest in learning more about the founder or their business. Few sellers, if any, will respond to an unsolicited LOI.
19. Sit back and wait for the seller to respond. They’ll either accept or reject your LOI.
If they reject it, you can revise and build a new offer. If they accept it, you’ll move on to final negotiations and then drafting the asset purchase agreement (APA).
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