Letter of intent generator
A letter of intent sets out the shape of a deal before the lawyers draft the definitive agreement: who, what, how much, and the key conditions. Enter the parties, the proposed price and structure, the exclusivity period and the main conditions, and download a clean LOI. Most of an LOI is non-binding by design, with a few binding clauses like exclusivity and confidentiality, and the generated document flags that distinction clearly.
LETTER OF INTENT
Date: [Date]
From: [Buyer] ("Buyer")
To: [Target Company] ("Company")
Re: Proposed Transaction
This Letter of Intent (this "Letter") sets out the principal terms on which [Buyer] proposes to pursue an acquisition of 100% of the outstanding equity of [Target Company]. Except for the sections expressly stated to be binding, this Letter is a non-binding expression of intent and does not create a legally binding obligation to complete the transaction.
1. TRANSACTION. [Buyer] proposes an acquisition of 100% of the outstanding equity of [Target Company] (the "Transaction").
2. PURCHASE PRICE. The proposed consideration is [Purchase Price], subject to confirmatory due diligence and customary adjustments to be set out in the definitive agreements.
3. CONDITIONS. Completion of the Transaction is subject to: satisfactory due diligence; execution of definitive agreements; required consents and approvals.
4. DUE DILIGENCE. The Company will provide [Buyer] and its advisors with reasonable access to information, records and personnel necessary to conduct due diligence.
5. EXCLUSIVITY (BINDING). For a period of 30 days from the date of this Letter, the Company will not solicit, encourage or enter into discussions with any other party regarding a sale, financing or similar transaction (the "Exclusivity Period").
6. CONFIDENTIALITY (BINDING). The existence and terms of this Letter and all information exchanged are confidential and subject to any confidentiality agreement between the parties.
7. EXPENSES (BINDING). Each party bears its own costs and expenses in connection with the Transaction.
8. NON-BINDING. Except for sections 5, 6 and 7, which are binding, this Letter is non-binding and is intended only to outline the basis for negotiating definitive agreements. No party is obligated to proceed until definitive agreements are signed.
9. GOVERNING LAW. This Letter is governed by the laws of the State of Delaware.
Agreed and accepted:
[Buyer] [Target Company]
By: ______________________ By: ______________________
Name: Name:
Title: Title:
This document is a general template and not legal advice. Have counsel review before relying on it.How it works
- 1Enter the buyer, the seller or company, and the proposed deal.
- 2Set the price, structure, exclusivity period and key conditions.
- 3Download an LOI that separates the non-binding terms from the binding ones.
Frequently asked questions
Is a letter of intent binding?+
Most of an LOI is intentionally non-binding, a statement of intent to negotiate. A few provisions, typically exclusivity (or no-shop), confidentiality and expense allocation, are usually drafted as binding. The generated LOI marks which is which.
What goes in an LOI?+
An LOI usually covers the parties, the proposed price and deal structure, key conditions and assumptions, an exclusivity period, confidentiality, a timeline to a definitive agreement, and the non-binding nature of the commercial terms.
LOI versus term sheet, what is the difference?+
They overlap heavily. Term sheet is the more common label for investments and tends to be a bullet-point list of terms, while letter of intent is more common for acquisitions and reads as a letter. Both set out deal terms before the definitive documents.
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