How in depth does a Letter of Intent typically get? Would it include items specifically like working capital adjustments, rent, employment agreements, etc.?

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LOIs are typically binding and require a lot more scrutiny than a non-binding IOI. It will include all of the things you mentioned and more (terms of the transaction, purchase price, asset vs. stock acquisition, reps and warranties, any earnout agreements, employment agreements, timing etc.).

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Usually a 1-2 pager that is pretty high level and mostly focused on the terms of the deal (purchase price / TEV + earnouts etc.) and structure. It’s not very detailed and doesn’t require a ton of scrutiny or legal approval.

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During IOI phase, seller / banker team just wants to know how you’re valuing the asset. That’s it. They want to get a feel for the buyer market and gauge interest. And they do so by asking you what you’d be willing to pay for the biz, which is the key item they’re looking for in an IOI. It’s a filtering process.

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Yes it could include those It all depends on the process dynamics (auction vs proprietary deal)

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