About the template
The Barlow & Williams LOI template, 2026 edition
Each year Barlow & Williams PLLC publishes a Letter of Intent template for buyers of small and lower middle market businesses, and walks through it on video using a sample listing. The template is drafted for an SBA-financed asset purchase, with the firm's drafting notes explaining how to adapt it for equity purchases, seller rollovers, seller notes, earnouts, real estate, working capital, leases and more.
The LOI Generator does that adaptation for you. It works inside the firm's own Word file: it fills in the highlighted blanks with your terms, swaps in the alternate paragraphs from the firm's notes where your structure calls for them, and removes the instructions page, highlights and notes, exactly as the firm tells users to do before sending the letter. Every clause, defined term and number format is the firm's. Nothing is rewritten.
You can request the original template and watch the annotated walkthrough on the firm's website.
The firm's legal disclaimers
These appear on the template's cover page and apply to every letter this tool produces.
- This document is intended to serve as a starting point only and should be tailored to meet your specific requirements. Every deal is different.
- This document should not be construed as legal advice for any particular deal, facts, or circumstances.
- This document is provided “as is” without any guarantees of accuracy, completeness, or suitability.
- Unless and until you have a signed engagement letter in place, Barlow & Williams PLLC is not your attorney.
- Barlow & Williams PLLC disclaims liability for losses or damages caused by use of this template to the fullest extent permitted by law.
Presented with Searcher School
Searcher School, operated by Sunset Coast Partners, LLC, teaches searchers to find off-market businesses and get them to a signed Letter of Intent. The LOI Generator is a joint resource: when you generate a letter, your contact details and the letter are shared with both Searcher School and Barlow & Williams PLLC, and either may follow up. Details are in the privacy notice.