Advice on LOI Terms for $10M Rev. Construction Bus.

Hey everyone,

I’m in the process of negotiating an LOI for the sale of a construction services business and would love to get insights from those experienced in the general contractor space. The business serves a mix of residential, commercial, and industrial customers, generating around $10M in revenue with ~$1M in SDE.

I want to make sure I’m structuring the LOI in a way that protects my interests (lawyer is engaged) while keeping the deal attractive for the buyer. Some key areas I’m looking for guidance on the LOI and in general are:

  • Working Capital Adjustments: Any advice on what level of working capital requirements to keep in mind?
  • Transition Period & Non-Compete: What’s reasonable in terms of transition support and non-compete duration/terms?
  • Seller Commissions on Ongoing Deals: Has anyone structured agreements where the seller continues to earn a commission on projects secured post-sale?
  • Transition Period & Non-Compete: What’s reasonable in terms of transition support and non-compete duration/terms?
  • Red Flags to Watch For: Anything you’ve seen in past deals that I should be cautious about?
  • Due Diligence Resources: Any recommendations for checklists, templates, or tools to kick off due diligence efficiently?

Would love to hear from anyone who has gone through a similar process or has experience structuring deals in this space. Appreciate any advice you can share!

Thanks in advance!