Don’t rush to get a signed letter of intent (LOI) by kicking the can down the road on price. A signed LOI is a significant milestone in the M&A process, indicating mutual interest in an acquisition. The document covers the basic parameters of the deal that both buyer and seller agree to including what will […]

Read More

A letter of intent (LOI) is one of the most commonly used tools for moving a deal forward. The LOI outlines the basic parameters for an acquisition including the period of exclusivity, purchase price and consideration, preferred deal structure, and expiration date. The LOI is your chance to communicate the strategic value of an acquisition […]

Read More

While it’s an important milestone, a signed letter of intent does not guarantee a successful acquisition. Just ask Pfizer who withdrew its $150 billion bid to acquire Allergan after signing a LOI. Pfizer ended up paying a breakup fee of $150 million. After the LOI is signed, you still have a few major steps to take before the acquisition […]

Read More

After signing a letter of intent, you expect the deal to close, but there are a number of reasons acquisitions fail ranging from regulatory hurdles to unexpected challenges that arise during due diligence to cultural clashes. In my last post, I discussed reasons deals fall apart even after both parties sign a LOI. Here are […]

Read More

Remember that just because a deal is announced, it doesn’t mean it will go through. A record number of M&A transactions announced in 2015 have been cancelled bringing the total deal value down from $4.374 trillion to $78 billion. Unfortunately cancelled deals mean a lot of time, resources and effort were wasted putting together these […]

Read More

Do you know who will read your letter of intent? Many assume that only the owner of the company you wish to purchase will read the LOI, but often there’s a wider audience. While the owner is your top priority, there are other likely readers of the LOI you need to consider: the board of […]

Read More

There are many tools available to help move a transaction forward, ranging from a simple handshake agreement to a formal purchase agreement with contingencies. We have found one of the most useful tools for moving the M&A process along is the nonbinding letter of intent. To further understand the advantages of the nonbinding LOI, we’ve outlined […]

Read More

The Letter of Intent (LOI) is an important milestone on the M&A process and is used to crystallize the most important terms of the deal. While the LOI is an important legal document, it also brings a new level of commitment and resolve to the deal. The LOI can be “narrow” or “comprehensive.” Narrow LOI […]

Read More

I’m frequently asked about the “right” price to put in the letter of intent. As you will know, the LOI is an important milestone in the M&A process, because it establishes a “gentleman’s agreement” before the formal deal is settled.  You have yet to compete due diligence at this stage, and figuring out the right […]

Read More

Although buyers usually prefer not to include price for fear of ramifications later, most sellers want to see a price mentioned in the LOI. If this is the case, I recommend inclusion. The key is to establish a narrow price range. If you believe the business is worth $35 million, then the LOI should propose […]

Read More

I typically advise my clients to have a binding no-shop in the Letter of Intent. This will ensure that the seller cannot try to find a better deal somewhere else, once the LOI is signed. Sellers may insist on including a go-shop clause, which provides a certain period of time (usually around 50 days) to […]

Read More

by John Dearing, Capstone Managing Director I recently read an article that listed some standard items, such as type of transaction, employment, transaction contingencies and conditions, to include in a LOI. While I don’t disagree with this “standard” list, I would prefer that the LOI address the strategic intent of the two parties. The LOI […]

Read More

About 70% of completed acquisitions fail, and even more attempts at M&A fail to reach a deal. Part of the challenge is the mix of buyers and sellers who envision dissimilar outcomes. In the pursuit of a deal the two sides have different goals and different perspectives. As in a house sale, buyer and seller […]

Read More

The Letter of Intent is more than a document in the acquisition process—it’s a milestone. The LOI serves as an important legal document, but it also brings a new level of commitment and resolve to the deal. I would caution against leaving the LOI to the “experts”. Although you are deep into the acquisition process […]

Read More