How to Read, Negotiate, and Protect Your Sale with an LOI

Andy and Doug walk listeners through a real-world 30+ page Letter of Intent, explaining the sell-side advisor’s role and the practical steps sellers should take when an LOI arrives. They discuss how to spot deal structure and financing terms, what to expect in due diligence, and when to involve attorneys.

Topics covered include purchase price and structure, seller financing and preferred equity, earnouts, working capital adjustments, retrade risks, timelines for diligence and closing, access to employees, confidentiality and non-solicitation provisions, and the interplay between employment agreements and non-competes.