What is a Letter of Intent (LOI)?

A Letter of Intent (LOI) is a short non-binding contract that precedes a binding agreement, such as a mô tả purchase agreement or asset purchase agreement (definitive agreements). There are some provisions, however, that are binding such as non-disclosure, exclusivity, và governing law.

Bạn đang xem: What is letter of intent (loi)? definition and meaning

The main points that are typically included in a letter of intent include:

Transaction overview & structureTimelineDue diligenceConfidentialityExclusivity

Letters of intent are often produced by investment bankers on behalf of corporate issuers. Below is an example of an LOI template.


Download the không tính tiền Template

Enter your name and thư điện tử in the form below or follow the liên kết to tải về the không tính tiền LOI template now!

Letter of IntentTemplate – Example

Note: This Letter of Intent (LOI) template is only for educational purposes và should not be used for any other purpose.






Dear Name,

We are writing khổng lồ provide a letter of intent from OUR NAME Inc. (“Shorter Name”) in respect of a transaction (a “Transaction”) with TARGET NAME Inc. (“TARGET NAME” or the “Company”). We appreciate the time and energy you và your team have afforded us in discussing this opportunity and the information that has been provided thus far.

As we continue lớn spend time evaluating TARGET NAME, we believe that OUR NAME will bring chất lượng value & capabilities lớn the Company, accelerating the development và growth of TARGET NAME. We believe we could drive TARGET NAME’s growth strategy, by doing X, Y, and Z.

Transaction Overview và Structure

Based on our preliminary review of the information provided và subject khổng lồ the conditions mix forth below, OUR NAME is pleased to submit this non-binding letter of intent (the “Proposal”) for a transaction with TARGET NAME. We propose purchasing 100% of the equity of the Company, including all assets and liabilities, in such a way that TARGET NAME still has significant exposure lớn future upside.

We believe that in order for this transaction lớn be successful our interests must be aligned. With that in mind, we have designed a compensation structure that allows all parties khổng lồ benefit from our future success in an equitable way.

Xem thêm: Tải Game Sid Meier'S Civilization Vi Lization Vi Việt Hóa Thành Công 100%

We offer a total purchase price of $XXX million consisting of:

$XXX of performance upside – performance shares of OUR NAME (an additional XX%, approximately), issued upon achieving the following targets/milestones:Milestone #1 in year 20XXMilestone #2 in year 20XXIllustrative Timeline

Given the importance of timing for TARGET NAME in respect to this transaction we have proposed a high-level timeline as follows:

Date: Operational due diligence và OUR NAME visit to TARGET NAME’s head officeDate onward: Drafting of Definitive AgreementDue Diligence Process

This Transaction is of the highest priority for us, & we are prepared to lớn proceed as quickly as possible; it is important that you make that same commitment lớn us before we expend additional time và resources pursuing this opportunity. OUR NAME has developed an investment thesis and an understanding of the business through our initial due diligence, including several conversations with management, as well as a preliminary data review. We envision our remaining due diligence would include, but would not be limited to, commercial, accounting, và financial due diligence, as well as customary legal, tax, and regulatory work. With the Company’s full cooperation, we believe we can expeditiously complete our due diligence & present TARGET NAME with a definitive agreement within eight weeks from the date our Proposal is accepted.

Exclusivity & Confidentiality

If the Company is interested in pursuing the proposed Transaction, we would require sixty days of exclusivity (the “Exclusivity Period”) to finalize our due diligence and negotiate definitive documentation, subject lớn a 60-day extension if OUR NAME is working in good faith lớn consummate the transaction at the initial expiration date. In light of our Proposal’s premium valuation, we believe that granting exclusivity at this stage will benefit the Project & its Shareholders. In order to lớn complete our due diligence và to secure the additional requisite capital, we will need reasonable access to Company information and the ability to share that information with our prospective equity partners and debt financing sources in a manner that protects the confidentiality of your information & our discussions. A draft form of the exclusivity và confidentiality agreement is enclosed as Exhibit A for your consideration (the “Exclusivity and Confidentiality Agreement”). We emphasize our desire lớn complete the proposed Transaction in an expeditious and efficient manner and our readiness lớn mobilize resources khổng lồ move ahead quickly. To lớn that end, và assuming we sign this letter in advance, we would suggest an organizational meeting as soon as possible to lớn agree on the work plan during the Exclusivity Period.

Non-Binding Commitment

This non-binding indication of interest is confidential and may not be disclosed other than lớn you, the Company, & its advisors on a strictly need-to-know basis. It is not intended, và shall not be deemed, lớn create any binding obligation on the part of OUR NAME, or any of its affiliates, to engage in any transaction with the Company or to continue its consideration of any such transaction. Subject khổng lồ the immediately following sentence, none of the parties shall be bound in any way in connection with this letter unless and until the parties execute a definitive agreement, và then shall be bound only in accordance with the terms of such agreement. Notwithstanding anything to the contrary in this letter, the Exclusivity & Confidentiality Agreement, once executed by the parties thereto, shall constitute binding obligations of the parties thereto.

We are very excited about the potential opportunity và hope that you are equally interested in proceeding in a constructive và expeditious dialogue. We look forward to working with you to complete this transaction.

Very truly yours,


Company Name

Note: This letter of intent(LOI) template is only for educational purposes & should not be used for any other purpose.

Xem thêm: Mất Iphone Phải Làm Gì - #4 Bài Học Bảo Mật Đắt Giá

More Resources

Drafting a letter of intent (LOI) is an important skill for professionals in investment banking, private equity, & corporate development.

To take your corporate finance career lớn the next level, you may find these resources helpful: