The LOI is not a formality. It sets the price, the structure, the exclusivity terms, and every condition the seller will hold you to. One clause you miss can cost you hundreds of thousands. We read it so you don’t sign something you’ll regret.
By the time the LOI is signed, you’re in the deal emotionally. The price feels right. The seller seems reasonable. The broker keeps saying “this is standard language.”
It isn’t. The LOI sets the working capital peg, the exclusivity period, the earnout formula, the representations the seller will make — and the conditions under which you can walk. A broker wrote it to protect the seller’s position, not yours.
Most buyers discover this after close. We find it before you sign.
An undefined working capital peg lets the seller drain cash before close. On a $1M deal, the exposure is typically $60K–$180K. This is the most common and most expensive LOI mistake we see.
An earnout without a defined, measurable formula is unenforceable. “Revenue performance” means nothing in court. Sellers who want an earnout know exactly how to write it to their advantage.
90-day exclusivity is the seller walking into your negotiation with 90 days of leverage. Standard is 45–60 days with defined milestones. You should never give more than you need to close diligence.
We review 6 critical categories in every LOI — the ones where buyers lose money, leverage, or their ability to walk away cleanly.
We verify that the stated price aligns with a defensible valuation and that the structure — SBA, seller note, earnout — is correctly documented and lender-compatible.
The single most common trap in a lower-middle-market LOI. We define what working capital should be, flag undefined pegs, and write corrective language you can send back.
If there’s an earnout, the metrics need to be specific, measurable, and auditable. We assess enforceability and flag language that hands the seller control over whether you hit the target.
We review the exclusivity period, any extension conditions, and whether the diligence timeline is realistic for the deal size. Long exclusivity without milestones benefits the seller, not you.
What the seller is promising and under what conditions you can exit the deal. Weak rep language or missing material adverse change clauses leave you exposed after LOI if something goes wrong.
If the deal requires the seller to stay on, those obligations need to be in the LOI — not just a verbal agreement. We flag missing transition language and draft consulting structure recommendations.
No long intake forms. No discovery calls required. Send the LOI and we get to work.
Upload your LOI document and complete a short deal context form — purchase price, deal type, your financing structure, and any specific concerns. Takes under 10 minutes.
Our analyst reviews the full document against our 40-point LOI checklist. Every flag is scored by severity, priced at your agreed multiple, and accompanied by specific corrective language.
A structured findings memo with every flag identified, the dollar impact calculated, and the exact negotiation language to send back to the seller’s broker. Ready to use in 48 hours.
Not a list of concerns. A structured memo with dollar amounts, severity ratings, and the exact language to send back to the seller’s broker — ready to use in your renegotiation.
Every clause reviewed across all 6 categories — purchase price, working capital, earnout, exclusivity, representations, and transition terms.
Every high-severity flag is priced at your agreed deal multiple. You walk into renegotiation with specific numbers, not vague concerns.
For every flag that requires a fix, we include the corrective clause language — ready to paste into your counter-proposal to the seller’s broker.
Delivered within 48 business hours of receiving your LOI and deal context. Most reviews come back faster. Expedited 24-hour option available.
Included with Standard and Premium plans. Walk through the findings, ask questions, and align on which flags to push on vs. accept strategically.
These findings are drawn from real LOI reviews. Names and deal details are changed. The dollar amounts are real.
LOI referenced “standard working capital” with no definition, no trailing average, and no adjustment mechanism at close. Seller reduced AR and prepaid cash in the 60 days before closing. Buyer discovered the shortfall at the closing table.
Earnout of $200K tied to “Year 1 revenue exceeding prior year.” No accounting method specified. Seller’s attorney argued GAAP recognition timing shifted $140K of revenue into Year 2. Buyer paid full earnout on disputed basis after 14-month dispute.
Non-compete clause present but limited to “competing business activity” with no geographic or customer-specific restriction. Seller opened a competing business 8 miles away 13 months post-close. Non-compete deemed unenforceable by counsel.
LOI priced at 3.5x stated SDE of $310K — buyer accepted the number without independent verification. Post-LOI QoE revealed $88K in add-backs were non-recurring or owner-related expenses unlikely to recur. Real SDE was $222K.
Every plan includes a written findings memo with negotiation language. Higher tiers add deeper analysis, debrief calls, and integration with full diligence services.
A few stories from buyers who used the LOI review before sending their counter.
“The review caught an undefined working capital peg that would have cost me at least $90K at close. The broker called it ‘standard language.’ It was not. I sent the corrective clause Heather wrote and the seller accepted it without argument. The $497 was the best money I spent on the deal.”
“I was on my second acquisition and thought I knew what I was doing. The review found that my earnout formula had no defined accounting method. Heather rewrote the clause. The seller pushed back, we negotiated, and I ended up with a structure I could actually enforce. First deal I was lucky. Second deal I was prepared.”
“The LOI + financials package showed me the SDE in the LOI was built on $62K in add-backs that wouldn’t survive diligence. I went back to the seller with a revised price before the exclusivity clock started. He negotiated. We landed $190K below the original ask. I would have overpaid without that review.”
No. Our LOI review is a deal strategy and financial structuring review — not legal counsel. We identify deal-risk flags, missing protections, and negotiation leverage. For legal review of the purchase agreement itself, you need a transactional attorney. We work alongside attorneys and can coordinate timing.
Both. A draft LOI review before you counter is often more valuable — we can catch issues before they get locked in. A signed LOI review is still critical before your exclusivity clock starts burning. We handle both at the same price.
PDF, Word, or a clean email copy — whatever your broker sent you. As long as we can read it, we can review it. If you only have a term sheet or deal memo, send that and we’ll flag what’s missing relative to a full LOI.
We review LOIs across the lower-middle-market range — typically $250K to $10M in purchase price. The flags we look for are consistent regardless of deal size; what changes is the dollar impact calculation. We have also reviewed seller LOI templates for owners preparing for exit.
The LOI review is a pre-diligence protection layer. Once your LOI is clean and signed, the full Audit My Acquisition service handles post-LOI diligence across all 5 pillars. Clients who do the LOI review first enter diligence with a better structure and stronger negotiating position.
Yes — this is one of the most common use cases. When the LOI + Financials package reveals that the price is based on an overstated SDE, we provide a specific revised price recommendation with supporting methodology. Many buyers use the written findings memo as their renegotiation document.
From valuation to close — every stage of your acquisition has a BSS product built for it.
Know the right multiple before you make any offer. Data-backed valuation benchmarked against 30M+ comparable transactions — before your LOI is written.
P&L forensic review and QoE reports. Verify the SDE your LOI price is based on before your exclusivity clock starts. The most common upgrade after an LOI review.
The complete 5-pillar acquisition audit — financials, operations, legal, human capital, and market risk. For deals above $500K where the full picture matters.
A written findings memo, dollar-impact calculations, and negotiation language — delivered within 48 hours of receiving your LOI.