Hey, it's Ben!
Once a seller accepts your offer, the real shape of the deal gets written in the Letter of Intent (LOI).
The LOI isn't binding, but it sets the tone for everything that follows. Get it right and you walk into due diligence from a position of clarity. Leave it vague and you spend the rest of the deal renegotiating.
Two things matter most. 👇
1. The purchase price, and how you'll pay it
State exactly what you'll pay and how you'll pay it. On a standard deal, I usually start 15–20% below asking to leave room to negotiate.
Then be specific about structure: how much cash at close, how much (if any) sits in a seller note, and on what terms. Ambiguity here is the thing that turns into an argument three weeks later.
(Inside Acquisition Ace, members pin down price and structure before they ever send an LOI, so the number they put on paper is one they can actually defend. To see how our community can help you structure your first offer, book a call with our team here.)
2. Exclusivity
An exclusivity clause stops the seller from shopping the business to other buyers while you spend time and money on due diligence.
Think of it as the price of entry for serious diligence. You're about to invest weeks and real dollars into vetting this business, you need to know the seller isn't running a parallel process behind your back.
A seller who refuses any exclusivity at all is worth a much closer look before you commit.
Why these two come first
A clear LOI does two things at once: it signals that you're a prepared, serious buyer, and it creates a written record of what both sides actually agreed to, before memories get fuzzy.
Tomorrow I'll cover the LOI terms most first-time buyers forget to nail down, the small details that quietly blow up deals after closing.
If you'd like help structuring your first offer, the Acquisition Ace community is built for exactly this.
Onward,
Ben Kelly
PS: Check out our latest YouTube video. We reveal how one entrepreneur built a multi-million-dollar pool company from scratch with no industry experience.
