A Letter of Intent may not be legally binding, but it can determine whether a deal moves forward or falls apart. In this episode of Transaction Talk, hosts Jennifer Fox and Eric Sigman break down the role an LOI plays in buying and selling a business, and why it deserves serious attention from both buyers and sellers. They explain what an LOI is, what it typically includes, and how it sets expectations around price, structure, timing, contingencies, and exclusivity. The conversation covers how LOIs provide a framework for due diligence and financing, how exclusivity protects buyers during the process, and why clear timelines help prevent deals from stalling. The episode also explores working capital, financing terms, and how sellers evaluate competing offers. Eric closes with a practical reminder that even when it is nonbinding, an LOI carries weight and should be approached thoughtfully. Listen in for a clear, practical breakdown of how LOIs guide successful transactions!

Key Points From This Episode:

• What a Letter of Intent (LOI) is and why it starts most business transactions.
• How LOIs, term sheets, and offers are commonly used interchangeably.
• Why buyers use LOIs to show seriousness and begin due diligence.
• Laying out a purchase price structure and why it matters more than a single number.
• Why written terms carry more weight than verbal agreements.
• How LOIs create a working framework before diligence costs begin.
• The importance of timelines and target dates in preventing delays.
• What exclusivity means and how it protects buyers during due diligence.
• Common contingencies like financing, diligence, and approvals.
• The difference between binding and nonbinding LOI terms.
• Why working capital expectations surface early in deals.
• A reminder to take LOIs seriously, even when they are nonbinding.

Tip of the Day: Take Letters of Intent seriously, because even when they are not binding, they set the framework and structure of the deal.

Links Mentioned in Today's Episode:

Jennifer Fox on LinkedIn

Eric Sigman on LinkedIn

Ruberto, Israel, & Weiner

Transaction Talk

Disclaimer:

The material on this site may be considered advertising under the rules of the Supreme Judicial Court of Massachusetts. This site is solely for informational purposes and provides general information only. Nothing on this site should be construed as legal advice or consultation either generally or in a particular case. Neither the receipt nor the distribution of materials constitutes the formation of an attorney-client relationship.

Overcoming challenges is important, but what if you could prepare for them before they ever surface? In this conversation, Steven Hanson joins us again to share from his wealth of hard-earned experience and practical knowledge around transactions, deal challenges, and how to resolve them before they become deal-breakers. As Partner of the San Diego Transworld office, one of the top-performing offices in the network, Steven has been a business owner and broker for almost 12 years. Together, we dive into in-depth examples of what can happen once due diligence is complete, but a deal continues to drag on, and a buyer repeatedly pushes for additional concessions. Steven unpacks how to navigate these moments, manage expectations, and protect the integrity of the transaction. Along the way, we touch on key considerations around leases, asset sales versus stock sales, contractual nuances, and the often-overlooked power of simply knowing when and how to say no. This episode is a practical look at preparing for challenges in advance, so you can operate your business and approach transactions with more confidence and control. Thanks for listening!

Key Points From This Episode:

• Introducing Part 2 of our conversation on deal challenges with expert Steven Hanson.
• Challenges associated with the deal that Steven is currently working on.
• The supportive role of a broker in navigating concessions between buyers and sellers.
• Considerations to help determine whether or not to extend a lease as a business owner.
• An example of resolving a recent issue between landlord and tenant.
• Managing expectations and making informed choices as a renter.
• What changes when a transaction goes from an asset sale to a stock sale.
• Understanding the contractual implications of changing a transaction type.
• The tax implications of changing from one transaction type to another.
• Preparing for deal challenges and operating your business with this in mind.

Tip of the Day: Sometimes you just have to be prepared to say no. That's it. Hold your ground, say no, and then keep your mouth shut. It can be very effective when you put it back on the other person. Sometimes you just have to be ready to say no.

Links Mentioned in Today's Episode:

Steven Hanson
Steven Hanson Phone Number
Steven Hanson Email
Jennifer Fox on LinkedIn

Eric Sigman on LinkedIn

Transaction Talk

Disclaimer:

The material on this site may be considered advertising under the rules of the Supreme Judicial Court of Massachusetts. This site is solely for informational purposes and provides general information only. Nothing on this site should be construed as legal advice or consultation either generally or in a particular case. Neither the receipt nor the distribution of materials constitutes the formation of an attorney-client relationship.

What happens when your "straightforward" business sale suddenly runs into nervous employees, bank surprises, shifting valuations, or a seller who is just exhausted by the process? In this episode of Transaction Talk, Jennifer and Eric are joined by Steven Hanson, Transworld Business Advisors owner and partner, to dig into real-world deal challenges and practical ways to solve them. Steven is an experienced business intermediary with more than a decade at Transworld, where he and his team help business owners navigate confidential sales, franchise growth, and mergers and acquisitions. In our conversation, Steven explains why every transaction has ups and downs, how brokers end up acting as both quarterback and coach for all the moving parts, and why you should never consider a deal done until the money is in the bank. Together they explore the impact of key employees on a sale, the pros and cons of when to loop staff into the process, what to do when valuations or lender decisions change late in the game, and how to manage the emotional toll of "deal fatigue." Steven also shares creative solutions he's used to keep deals alive and his simple but powerful tip for staying calm when tensions run high. To learn how preparation, flexibility, and a deep breath can help get more deals across the finish line, tune in now!

Key Points From This Episode:

• Hear about the typical challenges and hurdles in almost every deal.
• Find out how every deal has good days and bad days and why.
• Learn ways to reduce risk and why employees are the major source of risk.
• Why the real business value is in people and relationships, not just the hard assets.
• What point in the transaction the buyer should be able to meet the employee/s.
• How Steven pivots with sellers when bank feedback or valuation issues require changes.
• Explore the concept of "deal fatigue" and learn how to overcome it.

Tip of the Day: When a deal gets tense, pause to take a slow, deep breath before you respond.

Links Mentioned in Today's Episode:

Steven Hanson

Steven Hanson on LinkedIn

Call Steven Hanson: 858-699-3346

Transworld Business Advisors | San Diego
Jennifer Fox on LinkedIn

Eric Sigman on LinkedIn

Transaction Talk

Disclaimer:

The material on this site may be considered advertising under the rules of the Supreme Judicial Court of Massachusetts. This site is solely for informational purposes and provides general information only. Nothing on this site should be construed as legal advice or consultation either generally or in a particular case. Neither the receipt nor the distribution of materials constitutes the formation of an attorney-client relationship.