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Tools / Buying a business

Putting your offer in writing / Downloadable software

LOI &
Offer Builder.

Bring the terms into one clear draft. Work through the price, conditions, deadlines, and handover before the next conversation with your advisers and the seller.

Buy LOI & Offer Builder — $7 ↗

One-time purchase · Application + quick-start guide

View sample documents
Fictional deal. Actual output from the builder.

When this helps.

You have a particular business, a proposed price, and terms to discuss. Now the details need to be clear enough for your advisers to review and for both sides to understand what you are proposing.

Work through the offer before spending further time and money on the transaction. The draft gives the next conversation a concrete starting point.

Bring the decisions behind the offer.

  • The buyer, seller, business, and proposed purchase structure.
  • Price, inventory, working capital, and assets the seller would keep.
  • Financing conditions, any seller note, and the deposit.
  • Diligence, lease and license conditions, exclusivity, and closing timing.
  • Transition support, proposed restrictions, and why you want this business.

What you receive.

  • The LOI & Offer Builder HTML application and quick-start guide.
  • Six guided sections and an offer-at-a-glance summary.
  • Checks for missing details, inconsistent terms, and reference ranges to discuss.
  • An LOI draft with numbered sections, optional clauses, and signature blocks.
  • A term sheet generated from the same entries.
  • Print / Save PDF, browser saving, and editable JSON export and import.

Review the draft before sending.

The template describes the proposed acquisition as non-binding with intended binding exceptions, including confidentiality, deposit provisions, and exclusivity when selected. Have your attorney review the complete draft before sending or signing.

The checks flag discussion points. They do not establish a fair price, lender approval, seller acceptance, or enforceability. Confirm financing and standby requirements with your lender and the legal terms with counsel.

Open it, save it, and return.

Extract the ZIP and open loi-offer-builder.html in a desktop browser. It works offline without Excel, installation, or a product account. Load sample deal shows a fictional offer first.

Browser saving keeps the current offer where storage is available. Use Export (.json) to keep each offer or revision as a separate file; Import restores it. If a download is blocked, Export also reveals selectable backup text that you can save as a .json file. Browser storage is not a permanent backup and does not sync between devices.

Choose LOI letter or Term sheet, then Print / Save PDF for a reading copy. Printed page count depends on your entries and settings. The saved offer date controls the letter and expiration dates; update it when preparing a new offer.

LOI & Offer Builder / Sample output

Inside a sample offer.

A fictional acquisition, generated by the builder. Explore the letter and the term sheet made from the same entries.

September 27, 2026
Dana Whitfield Clearview HVAC Services LLC (example) Columbus, Ohio
Re: Letter of intent to acquire Clearview HVAC Services LLC (example)

Dear Dana Whitfield,

I’ve watched Clearview earn its reputation for a decade — the reviews, the trucks I see across town, the people who stay. I intend to build on what you’ve made, not strip it. This letter sets out the terms on which Jordan Avery, through Avery Holdings LLC, proposes to acquire Clearview HVAC Services LLC (example) of Columbus, Ohio (the “Business”).

1. Purchase price and structure

Buyer proposes a total purchase price of $850,000 for the Business as a going concern including inventory at a normal stock level. The transaction is proposed as an asset purchase: Buyer acquires the assets of the Business — including equipment, vehicles, customer lists and records, goodwill, trade names, phone numbers, and digital properties — free and clear of liens, with the selling entity and its liabilities remaining with Seller except as expressly assumed in the definitive agreement.

2. Payment and deposit

Of the purchase price, $758,000 is payable in cash at closing, before crediting the deposit, funded by SBA 7(a) or comparable bank financing. Of the total, $92,000 is payable by a promissory note from Buyer to Seller bearing interest at 6% per year over 10 years. Within three business days of mutual acceptance of this letter, Buyer will place an earnest deposit of $15,000 in the broker’s escrow account, to be applied to the purchase price at closing and refunded to Buyer if the transaction does not close due to any condition described in this letter not being satisfied.

3. Excluded assets and working capital

Seller retains the following excluded assets: Seller’s personal pickup truck; cash and bank accounts; the fishing-trip photos in the front office. The Business will be delivered with working capital (including receivables, payables, and customary prepaid items) at a normalized level, defined as the trailing twelve-month average, with a post-closing true-up in the definitive agreement.

4. Due diligence

Buyer will have 45 days from mutual acceptance to complete due diligence. Seller will provide reasonable access to financial records, tax returns, bank statements, contracts, premises, and advisors. All materials remain subject to the confidentiality agreement previously executed by the parties. If Buyer is not satisfied in its reasonable discretion, Buyer may terminate during this period with a full refund of the deposit.

5. Financing

Buyer’s obligation to close is conditioned on obtaining a written commitment for SBA 7(a) or comparable bank financing within 45 days of mutual acceptance, on terms reasonably satisfactory to Buyer. Buyer will apply promptly and pursue the commitment diligently, and will keep Seller informed of material milestones.

6. Additional conditions

Closing is further conditioned on: assignment of the existing premises lease to Buyer, or a new lease on terms reasonably acceptable to Buyer and consistent with Buyer’s financing requirements; transfer or reissuance of the licenses and permits required to operate the Business.

7. Transition and non-compete

Seller will support the transition for 12 weeks following closing, up to 20 hours per week, with such support included in the purchase price, and will remain reasonably available thereafter for questions. The definitive agreement will include a non-competition and non-solicitation covenant from Seller (and the Business’s principals) for 5 years within 25 miles of the Business’s locations, with consideration allocated to it.

8. Exclusivity

For 60 days from mutual acceptance, Seller will not directly or indirectly market the Business, solicit or entertain other offers, or negotiate with any other party, and will instruct any broker or advisor accordingly. This exclusivity is the basis on which Buyer is committing time and diligence expense.

9. Definitive agreement and closing

The parties will negotiate a definitive purchase agreement in good faith promptly after acceptance, targeting a closing on or before October 31, 2026, subject to the conditions above. Each party bears its own costs and advisors’ fees.

10. Non-binding effect

Except for Section 8 (Exclusivity), the confidentiality obligations referenced in Section 4, the deposit provisions of Section 2, and this Section, this letter is a non-binding expression of intent, does not obligate either party to complete the transaction, and creates binding obligations only through a definitive purchase agreement executed by both parties.

11. Expiration

This letter is open for acceptance until 5:00 p.m. on October 4, 2026, after which it is withdrawn if not accepted.

I’ve spent twelve years running field operations and P&L for a regional services company, and I’m acquiring to operate full-time. I appreciate the care it took to build this business, and I look forward to working with you toward a smooth transition.

Jordan Avery
Avery Holdings LLC
Date
Accepted and agreed:
Dana Whitfield
Date
cc: R. Chen, Main Street Advisors

Sample for illustration. Have your attorney review your own draft before sending or signing.

Keep your open draft?

Continuing will discard your unsaved changes. You can return to the draft and save or download it first.