An LOI buys exclusivity and spends leverage. The questions worth answering before signing are the two or three the price actually rests on — usually customer retention and the durability of a growth rate. Everything else can wait for confirmatory diligence.
What does an LOI actually commit?
Exclusivity, usually, and with it the practical ability to walk without cost. Once signed, renegotiating on a finding is a conversation about price with someone who now knows the buyer is committed.
It also commits time. An exclusivity period spent discovering something that could have been established in a week beforehand is the most expensive kind of diligence.
Exclusivity also changes the seller's behavior in ways that are easy to underestimate. A seller who knows a buyer is committed has less reason to move quickly on information requests, and a process that was cooperative before signing can become procedural after it. A buyer's leverage is highest in the days before an LOI and lowest immediately after, which is the inverse of when most diligence spending occurs.
- 01
Name two assumptions
Identify the two the price actually rests on, not the ten the plan does.
- 02
Test outside the process
Use former employees, channel and competitors, not the target's reference list.
- 03
Set a walk-away
Write down what finding would change the price, before you look.
- 04
Sign or do not
Decide on the finding rather than on the momentum of the process.
Which questions belong before signing?
The two or three the price rests on. For most assets that means whether the customers stay and whether the growth rate is repeatable, because those two carry the multiple.
The test for inclusion is whether an answer would change the price rather than the plan. Questions that change the plan can wait.
Which questions can wait?
Everything requiring access — management sessions, systems, detailed financials — which is most of a diligence program and is precisely what exclusivity buys.
Trying to do confirmatory work before an LOI is usually impossible and always inefficient, since the seller has no obligation to help.
The division is also worth writing into the LOI itself. Naming the workstreams exclusivity is being granted for, and the access each requires, converts a general expectation of cooperation into a specific one. Sellers rarely object, because the requests are ones they expected, and a buyer who has to argue for a management session in week three has already lost time they cannot recover.
| Before the LOI | After exclusivity | |
|---|---|---|
| Access | None — outside the process only | Management, systems, financials |
| Cost of a bad finding | You walk, at the cost of the work | You renegotiate, at the cost of the relationship |
| Right for | Two or three price-bearing assumptions | Everything else |
How fast can this be done?
Days rather than weeks, when scoped to two assumptions and using people outside the target's own list. It is deliberately not a workstream; it is a check.
The speed comes from the narrow scope. A pre-LOI program that expands to five questions has become a diligence and will not fit the window.
What should make you walk?
A finding that moves the price rather than the plan. If the growth rate turns out to rest on one contract up for renewal, that is a price question — the kind a quality of earnings exercise reaches only after exclusivity, and far more expensively.
Findings that change how you would run the business are not walk-away findings. They are integration planning.
The distinction is also worth stating explicitly to whoever approves the deal. A memo that separates price-relevant findings from plan-relevant ones tells a committee what the pre-LOI work was for and what it deliberately did not cover, which prevents the narrow scope being read later as an oversight rather than as a decision.