Feb. 11, 2026
How to Sell Your Business: What Really Happens After the Letter of Intent (LOI)
Thinking about selling your business—but unsure what actually happens after the Letter of Intent (LOI)? In this episode of Merger She Wrote ®, host Paloma Goggins, founder of Nocturnal Legal, walks you through the entire sell-side M&A process from a seller’s perspective. This episode is especially valuable for first-time business sellers who want to avoid costly mistakes and unexpected delays. Selling a business isn’t just about agreeing on a price. From negotiating the LOI to surviving d...
Thinking about selling your business—but unsure what actually happens after the Letter of Intent (LOI)?
In this episode of Merger She Wrote ®, host Paloma Goggins, founder of Nocturnal Legal, walks you through the entire sell-side M&A process from a seller’s perspective. This episode is especially valuable for first-time business sellers who want to avoid costly mistakes and unexpected delays.
Selling a business isn’t just about agreeing on a price. From negotiating the LOI to surviving due diligence, understanding SBA lender rules, and navigating earn-outs, the legal process can feel overwhelming if you don’t know what to expect. This episode breaks it all down.
In this video, we cover:
✔️ Why you should never skip the Letter of Intent (LOI)
✔️ How earnest money deposits protect sellers
✔️What documents belong in a due diligence data room
✔️ How purchase agreements are negotiated
✔️ The truth about earn-outs and how they delay seller payouts
✔️ SBA financing rules that limit seller consulting after closing
✔️ What really happens after the deal closes
Whether you’re planning to exit a startup, professional service firm, or family-owned business, this episode will help you negotiate smarter, protect your interests, and prepare for life after closing.
👇 Need legal guidance for your business sale?
Visit Nocturnal Legal: https://www.nocturnallegal.com
#mergersandacquisitions #sellingabusiness #businessexit #smallbusinessowner #businesslaw #entrepreneurship #exitstrategy #nocturnallegal
00:00 - Cold Open And Show Intro
00:42 - Today’s Focus: Sell-Side FAQs
01:37 - Why The LOI Matters
03:43 - Earnest Deposits And Protection
04:54 - Kicking Off Diligence And Data Rooms
06:56 - Diligence Timelines And First Drafts
08:42 - Negotiating The Purchase Agreement
10:42 - Pace, Deadlines, And Patience
12:18 - Rounds Of Redlines And Expectations
13:30 - Ancillary Documents By Deal Type
15:04 - Financing, SBA, And Early Signing
17:04 - Escrow Mechanics And Closing Day
18:56 - Post-Closing Reality And Consulting
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In the world of business, not all deals are what they think.
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Fortunes rise, empires crumble, all stroke of death.
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Mergers, acquisitions, hostile takeovers.
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Welcome to Mergershe Road, where we examine strategies and stories behind the biggest deals in business.
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Because in MA, the real risks are the ones you don't take.
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Welcome back to another episode of Mergers She Road.
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I am Paloma Goggins, the owner of Nocturnal Legal, and your host.
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We're back with another solo episode where I break down a topic that's related to mergers and acquisitions.
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And today we are going to be talking about commonly asked questions from sell-side representation.
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So anyone selling a business, and then I'll talk about a little bit about the LOI, the letter of intent.
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And so I get asked all the time, especially because most sellers are first-time sellers.
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What does this look like?
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How do I sell my business?
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Where do I start?
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I've received a letter of intent.
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Now what?
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The questions are really coming from a place of just never having gone through this experience.
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And so I thought this episode would be helpful to potentially answer any questions.
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As a business owner that is out there thinking about selling their business, hopefully this helps you.
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So let's dive in.
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I think generally speaking, the number one question is what does this process look like?
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And so for starters, every deal starts with a letter of intent.
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If your deal does not start with a letter of intent, I would argue you have skipped a step because the letter of intent is a critical component that helps each party kind of meet in the middle, set expectations, and really make sure that the parties have agreed on the most fundamental deal terms, such as purchase price, the transaction type, conditions to closing, and potentially an earnest deposit.
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So these things that are hypercritical before you move on, kind of like trying to ride a bike without training wheels, and uh skipping straight to the just two-wheel bike ride, I would argue the letter of intent is a step that you should not ignore.
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And so every deal starts with this letter of intent.
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And the letter of intent is really a time to negotiate and make sure that just the most basic parts of the deal are agreed upon.
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And it's also a place to make sure that as a seller, if there is an earnest deposit, and I would always recommend asking for one because, worst case scenario, if the diligence period is completed and the buyer decides to just ghost the deal, which I've seen historically, not often, but I have seen it, or perhaps they decide they want to terminate the LOI and not move forward with the deal.
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By then, after the diligence period, there will have arguably been a ton of time, energy, and money spent on the transaction.
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And so, in a lot of ways, like essentially selling your home, you wouldn't allow a buyer to place an offer and have you accept it without having some sort of earnest deposit.
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Very similarly, here, you're just asking for an earnest deposit so that if the buyer were to walk away for no good reason, especially late in the deal, you would have the option to keep that earnest deposit as compensation for your time and money already spent.
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And so the letter of intent can be in many ways a protective factor, not just a place to put the generic terms of the deal and make sure that the parties agree.
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Once the letter of intent is executed by both parties, and if you have an earnest deposit, that earnest deposit is made either at an escrow company or with a neutral third party.
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Sometimes an individual might place it with their attorney since they have fiduciary responsibilities, but most commonly we see it deposited with an escrow company.
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And so once the letter of intent is signed, the escrow deposit is in place.
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We then can move on to kicking off the transaction.
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What does this look like?
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So as a seller, you will hopefully have started to pull together important diligence material prior to kicking off the deal.
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If not, this will be a significant undertaking and your first homework of the deal.
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You will essentially have to coalesce all of the information about your business that's critical for the buyer's consideration and place it into what we call a data room, which is oftentimes just a cloud-based folder system.
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So think Dropbox.
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Sometimes people use Google Drive.
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I wouldn't always recommend that due to privacy considerations.
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But I will say there is essentially just placing all of your business documents into one place and allowing the buyer access so that they can look through them with their advisors and make a decision.
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The diligence period usually will have a time stamp on it.
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So I would not recommend as a seller allowing the buyer to have an unfettered amount of time to look at all the diligence at a minimum.
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I would say it's pretty common to have 30 days.
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Once the diligence period is complete, the buyer will present a purchase agreement.
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I have seen some buyers jump right away to presenting a first draft of the purchase agreement before the diligence period is over.
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It's more about risk tolerance, right?
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So someone who is really passionate about the business they want to buy is perhaps not going to wait for the diligence period to be over, especially if they've looked through it very quickly and they don't see many red flags.
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And so as a seller, once you've provided access to diligence, you're essentially just waiting, waiting for them to ask additional questions about your business, maybe ask for additional documents, permits, important documents related to your business to be uploaded to the data room, and finally waiting for them to provide you with that first draft of the purchase agreement.
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Once the purchase agreement is received, essentially the hard work begins.
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So as an advisor, what I do on my side is I will begin to review that purchase agreement and revise it so that it essentially reflects your best interests.
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I work together with the client to make sure that all of their concerns and also their dislikes in the purchase agreement are addressed because this is a collaborative event, right?
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I don't ever review and revise a document completely in a black box, and no advisor should, right?
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Every client gets to have essentially be in the driver's seat, and all the advisors should be essentially helping to navigate with the map.
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And so this process can be a little, I think, taxing on sellers.
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I think most sellers assume that this process will go a little bit faster or quicker.
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And I will say quickness is the enemy of perfection.
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And so I understand and appreciate that everyone is excited.
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A lot of times there are deadlines such as the end of the year, certain tax filings.
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Sometimes there are requirements where you're going to go public and there is a deadline there, or perhaps you're going to present new technology at an expo.
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And so perhaps you want to close before then.
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There can always be some sort of deadline that pushes the pace at which the transaction goes.
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But I would say to the extent that you can be patient and just work diligently, but at a pace that is not breaknecked, it will serve you best, whether you are a buyer or seller in this case, because rushing through this process is never beneficial, I would say.
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Because as a seller, if you're rushing, a lot of times you're leaving negotiation points on the table and you're just giving in on things that perhaps were important to you, but you've decided to sacrifice for the uh, I guess I would say for the effort of just getting the deal done.
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And so once we have the purchase agreement and we start negotiating, there is back and forth.
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I think that is probably the most shocking discovery of a seller's perspective, is that the back and forth between each side is often, I would say on average, three rounds of back and forth.
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I've seen more, I've seen less.
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However, I would I would always plan for around three to four back and round revisions.
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Um, this is not to say that you're not getting four momentum, that you're not reaching agreement on certain terms.
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It is just commonplace for there to be some back and forth so that each party has a chance to review the revisions on paper, discuss with their advisor, and make the best decision to move forward.
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As we go through this process, there are other ancillary documents that get drafted and reviewed and/or negotiated.
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Those can be things like a consulting agreement for post-closing performance of the owner.
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So very common to have transition support, but it can also be common that the owner is asked to stay on and perform services in some capacity after closing.
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There's also ancillary documents that are dependent on the style and type of transaction.
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So just to give you a couple of examples, if you're doing an asset sale, you would have a bill of sale, an assignment, and assumption.
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If you're doing a stock sale, you'd have stock powers most likely.
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If you're doing a membership interest purchase agreement, you would have membership interest assignment.
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And so the list goes on.
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I won't bore you with this, but to just give you some examples of how the documents may change, it is very dependent on the style and structure of your transaction.
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As we get closer to the closing, these documents will get finalized little by little.
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If the buyer is using financing, they will often ask that the purchase agreement be signed early.
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We will on the sell side make sure that the purchase agreement has termination language in there so that in case something were to go wrong, you're not bound to the purchase agreement, even though you've signed it in advance of closing.
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That's a very critical component, protection-wise, anyway.
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And so many times a bank will need documents up front.
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So if they are working with an SBA lender, this is exceptionally common.
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It should not worry you that we would need to sign early.
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You will not sign the ancillary documents early, however, those will all be signed at closing.
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And so there are many bumps potentially along the road related to the financing piece.
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There are sometimes banks and lenders that require certain documents, they require certain language.
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It is not uncommon to have a purchase agreement that has largely been agreed to, and then you send it to the lender, and the lender's attorney marks up the purchase agreement a little bit more.
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And so that is not something that is uncommon and also should not be a major source of concern.
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It's more or less an additional step in appeasing the lending process.
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And so I hope that gives you a kind of broad perspective on the process leading up to closing.
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Once we get to closing, if there is an earnest deposit, you're often using an escrow company already.
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That escrow company will help facilitate the closing.
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Oftentimes, when the seller has outstanding debts, the buyer will prefer to send all of the purchase price funds directly to the escrow agent.
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And then the escrow agent will wire those funds to make payoffs.
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And this essentially allows a neutral third party to make sure that the company is debt-free at closing, as opposed to just handing over all the purchase price to the seller and hoping that the seller does the right thing and pays off all the debts on the business.
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And so this can be in person.
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I've seen many closings where people show up and they sign in person at the escrow office.
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I've also seen many, many more handled just electronically, right?
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People are traveling, sometimes people are retired and already kind of just gallivanting around the world, working remotely, partially through their own team, right?
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So I've seen all sorts of closings occur where they just sign electronically and preferentially too, because it's easier, right?
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All of the documents can be coalesced uh right away after documents are signed, and you don't have to go through the process of scanning a million pieces of paper and copying them in hard copy and sending those out.
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Also, the document package is a lot cleaner when you're not signing in person because a lot of times the escrow agent will scan all those sign pages in, and then all the parties just have a scanned version of the document as opposed to what's a very neat and orderly docu sign or Dropbox sign or whatever platform your advisor prefers.
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So once you are closed, many people assume the deal is done, all the work is completed, and I will say the finish line is not quite closing.
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While yes, getting the deal done and selling your business is effectively complete once you get to closing, the work continues after closing.
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And I want to stress this because there are so many owners who forget about the hard work that's involved in helping the business transition to a new owner.
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And they often forget that they've also really committed themselves to continuing to work in the business after closing.
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And so I think one thing that as a seller you should do before you get into a deal, or if you're in the early stages of a deal, think long and hard.
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Do you want to continue to work in the business and for how long?
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Because I feel like there are so many sellers that are just ready to be done.
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They're ready to retire, they're ready to relax, they want to find some time for themselves, especially after running and operating a business their majority of their adult life.
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And they find themselves a few months into the business, working as a consultant, that they're very unhappy.
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They just wanted to be done in the end.
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And so I think as a seller, one thing that you should really think long and hard about is whether you want to continue to work and in what capacity, right?
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You can always put parameters around how the consulting work should be completed, right?
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What days you work, how many holidays you're planning to take, whether that's paid time off or unpaid time off.
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You know, do you need to be on call?
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Can you be scheduled two, three weeks in advance?
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Are you available on weekends?
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Are you available during off hours, right?
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These are all things that get lost a lot of times in the hustle and bustle of getting the deal done, but then you must live it in your reality after closing.
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And so they're just critical things to think about as we go through this process and as you negotiate the documents that you're going to sign.
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Generally speaking, if the buyer is using an SBA lender, one important thing to consider is that you will not be able to provide consulting work that goes beyond one year.
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And so you can essentially continue to provide support in some capacity, but you won't be able to put that in writing.
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The SBA just simply won't allow it.
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And the reason they do that is because they want to see the buyer be successful without the prior owner.
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They want to make that clear cut severance between the two and to make sure that the owner isn't somehow, the previous owner isn't somehow still operating the business under the guise of a new owner.
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And so I think it's smart generally, even though it's an SBA rule, I think it's great because it does force a transition, right?
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And if you don't have that consulting period in there and you just have transition services for 30, 60, 90 days, I would always stress, think about whether that transition period is sufficient to make sure that the buyer is successful.
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One thing that's very common in a lot of transactions is to have an earnout, which is really just a fancy way of saying we're going to take a portion of this purchase price and we're not going to pay you it all at closing.
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We're going to hold some of it back and we will pay it to you based on the performance of the business over the next year or two.
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Not uncommon.
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It can be a huge point for negotiation.
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And in many service-based businesses, especially in trades or professional service businesses, it can be exceptionally common when the market has maybe perhaps shown more favorable performance in the last year, and so they're not sure that that performance will continue, or perhaps just market volatility, right?
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The uncertainty of whether the same type or amount of business will occur in the next year or so.
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It also helps sort of buffer a little bit of client attrition, right?
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Patient attrition, customer attrition, depending on the type of business that you're potentially selling.
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And so if you have agreed to this earnout, where perhaps they're holding back a significant portion of your purchase price based on the revenue that comes in in the following year, you staying on to help transition the business is actually going to help performance stay stagnant, right?
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Or perhaps even grow, but not digress, really, is really the most important part of this.
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And so even though as a seller, you may decide, I just want to be done.
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I just want to retire, I just want to spend time with my grandkids.
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There is a component to this if you are agreeing to an earnout that would require you to potentially have a vested interest in how well the buyer does after closing, because your purchase price is being held hostage.
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And so I always tell people think about the big picture.
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Don't think about the next 30 days from LOI to closing.
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30 days is exceptionally fast.
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I'm using that as an example.
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But don't think about it just from the LOI to closing.
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Think about what it looks like for you personally after closing.
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Does it impact how much money you've earned from your business?
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Does it impact your daily life?
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Does it impact your happiness, right?
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And so all these things come into play as we are negotiating the deal, going through this process, working together.
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Advisors are negotiating the documents in writing, the parties are weighing in.
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Sometimes there are all hands calls.
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These are just the fancy terms of saying, we aren't agreeing, we've gotten the documents, you know, back and forth a few times.
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Now is the time for us to all sit down on a call and figure out how to work out the final details because we're close, but we're not there yet.
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And so I hope this gives a bigger picture about what it might entail for a purchase.
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It's not always cookie cutter, it doesn't always look the same.
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There are things that could come up that are problematic, but generally speaking, this is a good blueprint for what is to be expected as you go through the sale process.
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I hope you found this episode helpful and a guiding light as to what to expect when you enter into a new deal.
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Please comment, like, and share, and tune in next week to another episode of Mergershe Wrote.
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In the world of business, not all deals are what they see.
00:19:44.559 --> 00:19:50.079
Fortunes rise, empires crumble, all with a stroke of a pen.
00:19:50.960 --> 00:19:54.640
Mergers, acquisitions, hostile takeovers.
00:19:54.880 --> 00:20:02.000
Welcome to Mergershe Wrote, where we examine strategies and stories behind the biggest.
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