How to Write a Letter of Intent for Business Acquisition that Actually Closes

Too many SME deals fall apart before the lawyers even get involved.

Why? A weak or vague Letter of Intent (LOI).

At Archimax, we have distilled expert insights from over a dozen M&A sources to help buyers craft LOIs that build trust, lock in exclusivity, and set the foundation for a successful close.

Key insights covered include:

• What to include in your LOI, from deal structure and earnouts to working capital and exclusivity

• Which terms are binding versus non-binding

• Common mistakes that derail deals before due diligence even begins

• Key differences between LOI practices in the UK, US, and Europe

• How to present a letter of intent for business acquisition that builds confidence with founder-sellers

If you are an acquisition entrepreneur or investor navigating the SME and lower middle market, this guide is for you.

Swipe through or download the PDF for offline reading.

Sources include:

PitchBook, Epsilon Research, UK200Group, Dealsuite, MarktoMarket, Deloitte, Searchfunder, and Archimax Research.

Save this for your next deal.

Contact me if you are preparing an LOI or need support throughout the full pre and post-acquisition journey.

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  How to Write a Letter of Intent for a Business Acquisition That Actually Closes.

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  Why LOIs matter: validate deal fit, win exclusivity, and set negotiation tone

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  Key LOI terms: deal structure, price, payment terms, and exclusivity period

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  What’s binding vs non-binding in an LOI and why it matters

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  Common LOI mistakes that delay or kill deals

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  UK vs US LOIs: key differences in legal enforceability and structure

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  How to present an LOI founders will trust and sign

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  LOI checklist: the essential elements for a strong offer

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  Work with Archimax for full acquisition support. Contact info included.