Legal & QoE assistance - going into LOI

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by a searcher from Drexel University
in New Jersey, USA

4mos ago

Legal & QoE assistance - going into LOI

I'm crafting an LOI that I think will be accepted in the next week or so. Will need Legal and QoE help. Below are some stats to provide folks an idea of scope in case its too small for some of you. Let me know opinions on good providers or if you are one, feel free to reach out. Deal size - probably less than $2m offer Business Model - B2B/B2G Dealer/Distributor that provides design/install, etc... No manufacturing, warehousing, or regulatory complexity EDIT - on the legal front, I'd like to work with someone in the Philadelphia, NJ, NY corridor. QoE is not location specific.

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reply by a searcher 3mos ago
from Drexel University in New Jersey, USA

Thank you ^redacted‌. I will DM you.

reply by a professional 3mos ago
from University of California, Hastings College of Law in Petaluma, California, United States

A few things worth thinking through before LOI on a B2B/B2G dealer-distributor at this size. First, the revenue concentration question. Design/install businesses at the sub-$2M offer range tend to run on 5-10 core customer relationships. The QoE will show you historical retention. What it won't show you is whether those customers are buying from the business or buying from the owner. That's the diligence question that actually determines what you're paying for. Second, the B2G piece adds a layer most buyers underweight. Government relationships in a dealer-distributor model sometimes depend on certifications, GSA schedules, or contract vehicles that are held personally by the current owner or tied to the entity in ways that don't transfer cleanly. Worth getting that clarity before you finalize LOI terms rather than after. Third, at this deal size, having QoE and commercial DD as two separate engagements from two separate firms creates gaps. The financial story and the customer story need to be read together. An add-back that looks clean in isolation means something different when the customer behind that revenue is in camp three of a transferability analysis. We run both together for exactly this reason. For March we're offering the bundle at the price of QoE alone. Five spots this month. DM me or email redacted if the timing works.