Most founders don’t talk about this out loud, but they think it all the time:
“I hear the terms. I kind of get them. But I’d never say that in a room full of buyers.”

This is your cheat sheet. No jargon, no ego. Just three real-world scenarios that walk you through the deal terms that matter so you’re not just nodding along, you’re leading the conversation.

1. Strategic Buyer vs. PE Buyer

Scenario: You’re deciding who to sign the LOI with. One is a national competitor (a strategic buyer). The other is a private equity firm (a financial buyer). Both want your business, but for very different reasons.

Strategic Buyer
This is usually an industry player looking for synergy.

• Might pay more upfront
• May rebrand, restructure operations, or replace key people

Private Equity Buyer
This is a firm focused on growth and return.

• Often retains the management team
• Brings structure, goals, and the intention to sell again in a few years

Why it matters:
The right buyer depends on your personal goals, your team’s future, and your vision for the company after you’re out of the day-to-day. Understanding the difference helps you protect what matters most.

2. What Is an LOI, Really?

Scenario: You’ve had a few promising conversations. You’ve shared some information. Then, an LOI hits your inbox. It feels exciting, almost like an informal promise. But here’s the truth: once you sign, your leverage changes.

LOI = Letter of Intent

• Not just a placeholder — it sets the deal’s structure
• Terms like purchase price, timing, and exclusivity are often locked in
• It’s the deal’s skeleton

Sign too fast, and you may unintentionally agree to more than you realize.
Once you sign, the buyer typically has exclusivity, meaning you’re off the market. It’s not the time to wing it.

3. LOI to Close — What Happens?

Scenario: You’ve signed the LOI. Now the real work begins. The buyer dives deep into every corner of your business: your financials, contracts, systems, even your team’s culture.

Expect:

• Diligence and document requests
• Legal reviews and negotiation
• Long lists of questions and fast-moving timelines

Speed and preparedness matter.

• A clean data room helps keep momentum
• Red flags, delays, or disorganization can kill the deal

Deals die in the details … don’t let yours.

To Recap

You don’t have to know everything. But you deserve a partner who’ll walk you through the fine print without making you feel small.

We’ll translate the terms, explain the tradeoffs, and help you move with confidence whether you’re years from a sale or already holding an LOI.

Ready to talk terms?
We’ll bring the glossary.