The LOI Price Trap That Costs Buyers Millions

We recently reviewed an LOI from a buyer who proudly locked in a $3.5M price. The problem? They didn’t address: – Working capital adjustment – Debt assumptions – Customer deposits After adjustments, the real price ballooned to $4.1M. It’s a silent trap in small deals: sellers casually toss out “purchase price” and buyers latch on without clarifying terms. If you’re a buyer, here’s the rule: Don’t agree to price until you define what it means. The first LOI draft sets the tone. Write it intentionally, or prepare to overpay.