Unusual Request: Broker Pushing for APA Instead of LOI – Normal Practice?

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October 07, 2025

by a searcher from Northwestern University - Kellogg School of Management in San Francisco, CA, USA

Hey everyone, I'm looking for some insight into a process I'm currently in. I'm exploring an acquisition that seems to have generated a lot of interest, it's well-priced and in a major metro area (~$4.5M EV transaction). After submitting an LOI, I've been invited to the "next round," but the broker is insisting I submit a full Asset Purchase Agreement (APA) rather than negotiating and signing the standard Letter of Intent (LOI). They claim the APA is just to demonstrate that I'm a "credible buyer" and serious about the deal. This feels very rushed, especially since we are still early in the process. They are also suggesting dual agency representation with the seller, which is making me raise an eyebrow. Some additional context: The broker's experience level is a bit of a concern for me; a quick search suggests they spent many years in real estate before pivoting to M&A relatively recently (early###-###-#### They're also the owner of a local franchise of a larger M&A firm, which makes me wonder if this is their firm's standard, albeit non-standard, operating procedure. My questions for the community are: 1. Is submitting an APA instead of an LOI for a second-round bid ever considered normal practice in highly competitive, smaller M&A deals? 2. What are the major risks of submitting an APA this early, and how does it change my negotiating position versus starting with a traditional LOI? 3. What is the best way to respond to this request? Any thoughts or similar experiences would be greatly appreciated. Thanks!
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commentor profile
Reply by a searcher
from Howard University in Atlanta, GA, USA
Who’s the broker? Is he/she part of Transworld Business Advisor? Asking because I had a similar situation earlier this year and the deal fell through. The broker wanted to represent me and the seller at the same time and made me sign an APA for the same reasons you cited above. Please know that it is not standard practice, the LOI should already have an exclusivity clause that is preventing the seller to talk to anyone else or market the deal to any other party
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Reply by a searcher
from University of Toledo in Shaker Heights, OH, USA
Consult an attorney as the APA will most likely have "binding" elements. Secondarily, this practice is becoming more common in the SMB transaction market due to the explosion of "tire-kickers". Lastly, you can always submit an APA which has not been executed to provide the seller with your full terms, conditions, and deal structure.
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