2026 LOI template, completed for your deal
Your Letter of Intent, built directly on the Barlow & Williams template.
Answer questions about your acquisition. Get the firm's LOI template filled in for your structure, price and terms, as an editable Word document, in about ten minutes.
Presented with Searcher School
No cost. We ask for an email so we can send you your document.
How it works
Three steps. One document you can actually send.
Choose your structure
Asset, equity, partial equity with SBA financing, or an asset purchase with a rollover. The letter's opening paragraph, Section 1 and closing conditions follow.
Enter the terms
Price and how it is paid, working capital, conditions to closing, transition services and the timeline. The letter updates as you type.
Download and send
Your Word document downloads immediately and is emailed to you. Have counsel review it, sign it, and send it with a short cover note.
Every clause is the firm's
Nothing is paraphrased.
The generator works inside the firm's own Word file. It fills the blanks, applies the alternate language the firm provides in its drafting notes, removes the highlights and instructions, and leaves everything else exactly as drafted: numbering, defined terms, fonts and spacing.
Asset purchase
The firm's default. The company sells substantially all of its assets; the owner signs on as Seller Principal.
Equity purchase
Buy all of the issued and outstanding equity, with the optional asset-like tax treatment sentence.
Partial equity with SBA financing
Buy most of the equity, the seller keeps the rest and personally guaranties the SBA loan for two years.
Asset purchase with rollover
A new operating company buys most of the assets and the seller rolls the rest into equity, tax-free.
What it handles
- Cash at close and up to three seller notes, each with rate, standby, amortization, subordination and forgiveness terms
- Earnouts for non-SBA deals, with metric, period, target and calculation
- Real estate broken out of the purchase price
- The financial metric and multiple the price is based on
- Working capital: agreed in diligence or stated as a range, with cash floors, inventory, work in progress and deferred revenue
- Closing conditions: financing, key employee agreements, third-party or seller leases with principal terms
- Transition services with length, hours and compensation
- Diligence access, exclusivity with auto-extension, governing law, confidentiality with or without an NDA, and expiration
From the firm's notes
The guidance travels with the template.
The firm annotates its template with what tends to happen in real deals. Those notes appear next to the relevant fields as you build your letter.
Exclusivity
Ninety days is common for an initial draft and often negotiated down to sixty. Thirty days is too short to get to closing with SBA financing.
Earnouts and the SBA
Earnouts are prohibited in transactions financed by SBA loans. The generator keeps that option off when you choose SBA financing.
Seller guaranty
When a seller keeps equity in an SBA deal, the SBA now requires them to personally guaranty the loan for two years. This was not a requirement before June 1, 2025.
Working capital
If a broker insists on a number, state a range. Sellers get stuck on a single figure, and that hurts you if diligence shows you underestimated the need.
Barlow & Williams PLLC is a flat-fee M&A law firm in Durham, North Carolina that works almost exclusively on lower middle market and small business acquisitions: LOIs, purchase agreements, legal diligence and closing. The firm publishes this LOI template every year and walks through it on video.
Presented with
Searcher School teaches searchers to find off-market businesses, vet them, and get to a signed LOI faster. The LOI Generator is one of the resources the community uses. Deal terms you enter are shared with both Searcher School and the firm.
searcherschool.comQuestions
Before you draft
+Is a letter of intent binding?
Mostly not, and deliberately so. The commercial terms in an LOI, price, structure, working capital, are almost always expressed as non-binding, because neither side wants to be locked into numbers before diligence. A small number of provisions are binding, and they are the ones worth reading twice: exclusivity, confidentiality, governing law, and who pays expenses. The firm's template separates the two categories explicitly rather than leaving it to be argued about later.
+How long should the exclusivity period be?
Ninety days is common for an initial draft and is frequently negotiated down to sixty. Thirty days is too short to reach closing on an SBA-financed deal, because the lender's process alone consumes most of it. The template includes an auto-extension so a deal that is genuinely progressing does not fall out of exclusivity on a technicality.
+Asset purchase or equity purchase?
The firm's template defaults to an asset purchase, which is the more common structure for a small business acquisition and generally the friendlier one for a buyer on liability and tax basis. An equity purchase is the right call when contracts, licenses or permits do not assign cleanly. The generator supports both, plus partial equity with SBA financing and an asset purchase with a seller rollover.
+Can I use an earnout in an SBA-financed deal?
No. Earnouts are prohibited in transactions financed by SBA loans. The generator turns the earnout option off as soon as you select SBA financing, so the document cannot be built with a term the lender will reject.
+Does the seller have to guaranty the SBA loan if they keep equity?
When a seller retains equity in an SBA-financed transaction, the SBA requires them to personally guaranty the loan for two years. That was not a requirement before June 1, 2025, so older templates and older advice frequently miss it. The generator adds the guaranty language when you build a partial-equity SBA deal.
+How should working capital be handled in the LOI?
Either agree it in diligence or state a range. If a broker pushes for a single number, a range is the safer answer: sellers anchor hard on one figure, and that anchor works against you if diligence shows the business needs more working capital than you first assumed. The template also handles cash floors, inventory, work in progress and deferred revenue.
+What do I actually get at the end?
An editable Word document, built on the firm's 2026 template with your deal terms filled in, emailed to you and downloadable in the browser. Not a PDF, not a summary, and not a paraphrase: alternate clauses come from the firm's own drafting notes, so the language is theirs. It takes about ten minutes.
+Does using this make Barlow & Williams my lawyer?
No. The document is a starting point, not legal advice, and using the generator does not create an attorney-client relationship with the firm. Every deal is different and every LOI should be reviewed by your own counsel before it goes to a seller. The firm offers flat-fee consults if you want that review from them.