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The proposal contemplates a debt-free, cash-free purchase with a total consideration of $23.8 million, subject to working capital adjustments at closing. Consideration includes a $3 million promissory note with defined maturity, interest, amortization, and security terms, plus cash paid at closing. The LOI outlines due diligence timing, closing conditions, ordinary course covenants, and customary purchase agreement provisions, including indemnities, offsets, and non-compete obligations.",{"@graph":63,"@context":119},[64,80,102],{"@type":65,"itemListElement":66},"BreadcrumbList",[67,71,74,77],{"item":68,"name":69,"@type":70,"position":9},"https://docshare.wps.com","Home","ListItem",{"item":72,"name":10,"@type":70,"position":73},"https://docshare.wps.com/template/",2,{"item":75,"name":41,"@type":70,"position":76},"https://docshare.wps.com/template/letters/",3,{"item":78,"name":59,"@type":70,"position":79},"https://docshare.wps.com/template/sample_letter_of_intent-acquisition-terms/279655/",4,{"url":78,"name":59,"@type":81,"image":82,"author":87,"headline":59,"publisher":90,"fileFormat":93,"inLanguage":57,"description":61,"dateModified":94,"datePublished":95,"encodingFormat":93,"isAccessibleForFree":96,"interactionStatistic":97},"DigitalDocument",{"url":83,"@type":84,"width":85,"height":86},"https://docshare.wps.com/thumbnails/sample_letter_of_intent-acquisition-terms/279655.png","ImageObject",442,249,{"name":88,"@type":89},"Seraphina","Person",{"url":68,"name":91,"@type":92},"DocShare","Organization","application/pdf","2026-10-18","2026-09-16",true,{"@type":98,"interactionType":99,"userInteractionCount":101},"InteractionCounter",{"@type":100},"ViewAction",9,{"@type":103,"mainEntity":104},"FAQPage",[105,111,115],{"name":106,"@type":107,"acceptedAnswer":108},"What assets are included and excluded in the proposed acquisition?","Question",{"text":109,"@type":110},"The LOI covers substantially all of ABC Company’s assets, including relevant real estate and subsidiaries, but explicitly excludes specified cash and personally used vehicles identified as the Excluded Assets.","Answer",{"name":112,"@type":107,"acceptedAnswer":113},"How is the total purchase price determined and adjusted?",{"text":114,"@type":110},"The purchase price is proposed as $23.8 million on a debt-free, cash-free basis, with adjustments based on net working capital at closing versus a 12-month average net working capital peg.",{"name":116,"@type":107,"acceptedAnswer":117},"What are the key terms of the $3 million promissory note?",{"text":118,"@type":110},"The seller receives a $3 million note with a five-year maturity, a 10.0% cash interest rate paid quarterly in arrears, prepayable at any time without penalty, with straight-line principal amortization and security tied to company assets subject to subordination.","https://schema.org",{"og:url":78,"og:type":121,"og:title":59,"og:site_name":91,"og:description":61},"article",{"robots":123,"canonical":78},"index,follow",{"doc_id":125,"site_id":56},279655,1790178967,{"code":4,"msg":5,"data":128},{"doc_id":125,"user_id":129,"nickname":88,"user_avatar":130,"doc_module":9,"category_id":40,"category_name":41,"doc_title":59,"doc_description":61,"doc_content":131,"file_id":132,"file_url":133,"file_type":134,"file_size":135,"view_count":101,"is_deleted":4,"is_public":9,"is_downloadable":9,"audit_status":9,"page_count":47,"language":136,"language_code":57,"site_id":56,"html_lang":57,"table_of_contents":137,"faqs":138,"seo_title":139,"seo_description":61,"update_tm":140,"read_time":73},962075114101,"https://ap-avatar.wpscdn.com/avatar/e000253a75eb197efd?x-image-process=image/resize,m_fixed,w_180,h_180&k=1780044092746381165","June XX, 20XX  \nDear ABC Company Owner,  \nWe are pleased to present this Letter of Intent (LOI), which outlines the principal terms and conditions of the acquisition of substantially all of the assets of ABC Company, a New York corporation (including their respective real estate properties and/or parcels) and their respective subsidiaries (collectively, the“Company” or “Seller”) by Acquisition Corp or one of its affiliates (“Acquisition Corp” or “Buyer”) .  \nNotwithstanding the foregoing, cash and personal use vehicles (2020 BMW 740i and 2023 BMW 540i)(the “Excluded Assets”) shall be excluded from the transaction. Except as specifically set forth herein, the terms of this Letter are not binding upon the Buyer and Company.  \n1. Consideration  \nWe have based our valuation of the Company on the information provided to-date, including stand-alone financial performance. On this basis, and subject to the satisfactory completion of confirmatory due diligence, Acquisition Corp intends to purchase all of the assets of the Company used or held for use in its businesses (but excluding the Excluded Assets) (the “Purchased Assets”) on a debt-free, cash-free basis for total consideration of $23.8 million (the “Purchase Price”) . The Purchase Price shall be adjusted up or down by the amount by which the net working capital included in the transaction (e.g. inventory, plus A/R, minus Company payables assumed by the Buyer) at closing exceeds or is below the networking capital peg. The net working capital peg shall be an amount equal to the average net working capital balance over the 12 months preceding the close. The Purchase Price would be paid as follows:  \n$3 million note payable as defined below and  \n$20.8 million in the form of cash consideration paid at closing.  \n2. Note  \nThe Seller would receive a total of $3 million in the form of a promissory note (“Note”) at the time of Closing. The Note would have a 5-year maturity, carry a cash interest rate of 10.0% paid quarterly in arrears, and would be prepayable at any time without penalty. The Note will provide five straight-line amortization payments of principal (in addition to the quarterly payments of accrued interest) on the first, second, third, and fourth anniversaries of the Note and at maturity. The Note would be secured by a security interest in the assets of the Company and subject to subordination to a senior secured commercial lender for that portion of the purchase price financed by the Buyer at closing. Principals of Acquisition Corp will personally guarantee the Buyer’s obligations under the Note.  \n3. Closing  \nAcquisition Corp intends to conduct confirmatory due diligence while the parties finalize the Purchase Agreement (defined below) and anticipates completing the proposed transaction no later than ninety (90) days from the execution of this Letter.  \n4. Ordinary Course of Operations  \nFrom the date of execution of this Letter through the date of execution of the Purchase Agreement, the Company shall provide written notice to the Buyer of the operation of the Company’s business other than in the ordinary course.  \n5. Purchase Agreement  \nThe Transaction would be subject to negotiation and execution of a definitive purchase agreement (the“Purchase Agreement”) . The Purchase Agreement would contain customary (i) representations and warranties by the Company and the Buyer, (ii) indemnities by the Company and the Buyer, (iii) offset rights with respect to indemnity claims by the Buyer under the Purchase Agreement against amounts payable under the Note for the respective duration of the Note, and (iv) non-compete and non-solicitation restrictions.  \nThe obligations of the parties to close under the Purchase Agreement would be subject to usual and customary conditions including, but not limited to, the receipt and/or transfer of any and all licenses and permits necessary to own and operate the business , the consent of any necessary third parties to the transaction (includi","cbCaiiRsos7B0sf1","https://ap.wps.com/l/cbCaiiRsos7B0sf1","pdf",108022,"English","# Letter of Intent (LOI)\n## Consideration and Purchase Price\n## Note Terms\n## Closing Timeline and Due Diligence\n## Ordinary Course of Operations\n## Purchase Agreement, Indemnities, Offsets, and Closing Conditions","[{\"question\":\"What assets are included and excluded in the proposed acquisition?\",\"answer\":\"The LOI covers substantially all of ABC Company’s assets, including relevant real estate and subsidiaries, but explicitly excludes specified cash and personally used vehicles identified as the Excluded Assets.\"},{\"question\":\"How is the total purchase price determined and adjusted?\",\"answer\":\"The purchase price is proposed as $23.8 million on a debt-free, cash-free basis, with adjustments based on net working capital at closing versus a 12-month average net working capital peg.\"},{\"question\":\"What are the key terms of the $3 million promissory note?\",\"answer\":\"The seller receives a $3 million note with a five-year maturity, a 10.0% cash interest rate paid quarterly in arrears, prepayable at any time without penalty, with straight-line principal amortization and security tied to company assets subject to subordination.\"}]","SAMPLE_LETTER_OF_INTENT - acquisition terms | PDF",1789524841]