The Most Expensive Line in the LOI

We just helped a client renegotiate a deal that was $450K off from what they expected. Why? One sentence in the LOI said: “Purchase price: $3.9M.” No working capital target. No exclusions. No mention of cash, deposits, or tax credits. That vague line almost cost them a half-million dollars. Buyers: your LOI isn’t just a handshake. It’s the playbook. Here’s what to include every time: - Working capital target (and how it's calculated) - Treatment of cash, AR, customer deposits - Assumed vs. excluded liabilities We’ve closed $1B+ in lower-middle-market M&A over the last 3 years (median ~$4 million) and we’ve seen this mistake way too many times. The cleanest way to lose a deal (or overpay) is to treat the LOI like a formality. Treat it like the battlefield map.