How to Protect Yourself in an LOI - Main Street Deals #5 скачать в хорошем качестве

How to Protect Yourself in an LOI - Main Street Deals #5

In this episode of Main Street Deals, Kevin Henderson and Sam Rosati continue their deep dive into letters of intent, picking up where the prior conversation left off. They move beyond headline purchase price terms and into the often overlooked mechanics that can materially change a deal’s outcome. From seller notes and personal guarantees to working capital adjustments and indemnification structure, the discussion highlights how seemingly small clauses can carry major financial consequences. This episode is a practical walkthrough for buyers who want to understand not just what goes into an LOI, but why each line matters. They discuss: How to structure seller notes, including contingent forgiveness mechanisms that comply with SBA rules Why personal guarantees on seller notes can undermine alignment between buyer and seller The difference between earnouts and contingent seller notes in SBA financed deals Why working capital negotiations are effectively purchase price negotiations How indemnification caps, non-competes, and exclusivity provisions can make or break a transaction This episode is essential listening for SMB buyers who want to negotiate LOIs with confidence and avoid costly surprises during definitive agreement negotiations. Links: SMB Law Group - ⁠https://smblaw.group/⁠ Eric on LinkedIn - ⁠  / ⁠   Kevin on LinkedIn - ⁠  / ⁠   Sam on LinkedIn - ⁠  / ⁠   Topics: 00:00 - Intro 03:58 - Seller note recap 06:53 - Personal guarantee debate 12:16 - Security interest basics 14:17 - Contingent seller notes 21:21 - Choosing the right metric 24:26 - Equity rollover rule changes 26:21 - Working capital basics 29:07 - Seller pushback analogies 35:14 - SBA limits on adjustments 37:20 - Indemnification deal protection 43:22 - Conditions and contingencies 44:42 - Non-compete red flags 47:35 - Exclusivity and binding terms 48:48 - DIY LOI final advice