Templates
LOI starter docs & diligence checklists
Editable .docx templates with plain-English explainers of when to use each variant. These are starting points for your counsel — not legal advice, not state-specific, and absolutely not a substitute for an attorney reviewing the deal you're working on.
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LOI · asset purchase
Asset purchase LOI
Most common structure for SBA-financed self-funded deals. Buyer entity acquires the seller's operating assets and assumes selected liabilities; seller's legal entity remains intact post-close.
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LOI · stock purchase
Stock purchase LOI
When licenses, contracts, or agency relationships don't transfer cleanly through an asset deal. Tax-disadvantaged for the buyer (no step-up in basis), so usually a price-renegotiation lever.
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LOI · partner buyout (SBA exception)
Partner buyout LOI (24-month exception)
For acquirers who have been an active partner for 24+ months and are buying out the other partners. Triggers SBA's equity-injection exception — narrowly scoped, easily mis-applied.
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LOI · with seller note
LOI with seller financing
Adds a properly-structured seller note that meets SBA standby criteria (no payments for 24+ months from closing). Used when the equity injection needs supplementation or the price gap requires a deferred component.
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LOI · with earn-out
LOI with earn-out
When the seller and buyer disagree on forward performance. Earn-out tied to revenue or EBITDA targets over 1–3 years. Common in retention-sensitive industries.
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Diligence checklist
Quality of Earnings scope checklist
What a defensible QoE scope looks like for $1M–$5M EBITDA acquisitions: working sessions, schedules, normalizing adjustments, and the questions to ask any QoE provider before you sign their engagement letter.
Web + DOCX →