Because making an offer is easy. Owning the business is the real commitment.

Submitting a Letter of Intent (LOI) feels like a milestone — and it is.
But here’s the truth: a lot of buyers fire one off too soon, without fully thinking it through.

That’s how you end up:

• Chasing a deal you can’t close
• Pissing off the seller
• Or worse — owning a business that doesn’t actually work for you

At Exits + Acquisitions, we coach buyers to slow down and ask the right questions before locking themselves in.

Here are the ones that matter most.

Why do I actually want this business?

Is it:

• A strategic bolt-on?
• A lifestyle business?
• A platform you want to scale?
• Just something that “looks cool” on a teaser?

You don’t need a perfect answer — but you need a reason beyond the numbers. The best acquisitions align with who you are and what you’re building long-term.

If it’s purely opportunistic, ask yourself:

“Would I still want this if I had to operate it for 3 years?”

Do I understand how this business makes money?

You’d be surprised how many buyers get excited about a deal… but couldn’t clearly explain:

• The revenue model
• The customer journey
• Where the margin comes from
• Or what drives retention

If you don’t understand the business model before submitting the LOI, you’re gambling. And no amount of due diligence fixes a bad thesis.

What happens if the seller disappears after close?

This is a mindset test.

Could you run this thing without them?

If your entire plan depends on the founder sticking around to babysit the transition, you’re not buying a business — you’re buying a co-pilot.

That might be fine… but build it into your LOI. Set expectations, structure it clearly, and protect yourself if they bounce early.

Is the infrastructure in place for me to scale it?

Buying a business is great. Growing one is the real game.

Ask:

• Are there SOPs?
• Is the tech stack manageable?
• Are there key employees I can retain?
• Is this thing duct-taped together or actually built to scale?

If your plan is to grow, make sure you’re not inheriting a mess.

Do I have a plan for financing — or am I winging it?

Too many buyers submit LOIs before they know how they’re actually going to fund the deal.

Have this dialed in:

• Personal capital + SBA?
• Investor-backed?
• Seller financing?
• Family office cash?

If you’re not sure, you’re not ready. LOIs are a handshake — but they set the tone. Respect the seller’s time by knowing how you’ll write the check.

What’s my downside scenario?

Best case is easy to imagine.
Worst case? That’s the one you have to plan for.

• What happens if a key client leaves?
• What if margins get squeezed post-close?
• Can I handle a 6-month dip in cashflow?

If the downside wrecks your finances or lifestyle — step back.

Does the seller actually want to sell?

Some sellers list out of curiosity, ego, or pressure. That’s fine — but you don’t want to submit an LOI to someone who’s half-in, half-out.

Look for:

• Real urgency
• Clean financials
• A seller who knows what they want (price, terms, timeline)

If they’re vague or cagey now, expect turbulence later.

Final Word

The LOI isn’t just a formality — it’s a line in the sand. It sets expectations, triggers due diligence, and starts the real work.

Ask the hard questions now — before you commit to a deal that doesn’t fit.

At Exits + Acquisitions, we help buyers slow down, sharpen their focus, and submit LOIs that are serious, informed, and built to close.

Looking at a deal right now? Let’s talk before you hit send.