What is a Letter of Intent (LOI)? +
A Letter of Intent is a non-binding document (mostly) that outlines the key terms of a proposed business acquisition: purchase price, down payment, financing contingencies, due diligence period, transition period, and exclusivity. Once signed by both parties, the buyer typically gets exclusive rights to conduct due diligence for a set period. IBB helps both buyers and sellers draft and negotiate LOIs.
What happens during due diligence? +
Due diligence is the buyer's formal investigation of everything the seller has represented. It covers financials (tax returns, P&Ls, bank statements), legal (contracts, licenses, litigation), operations (SOPs, employees, equipment), and customer relationships. A typical due diligence period runs 30–60 days. IBB helps organize the due diligence data room on the seller side and helps buyers build a complete checklist on the buyer side.
What is an asset sale vs. a stock sale? +
In an asset sale, the buyer purchases specific assets of the business (equipment, inventory, customer contracts, goodwill) but not the legal entity. This is the most common structure for small business acquisitions because it limits buyer liability. In a stock sale, the buyer purchases ownership of the legal entity — including all liabilities. Sellers often prefer stock sales for tax reasons; buyers typically prefer asset sales for liability protection. Your attorney and CPA should advise on the optimal structure.
What is seller financing, and is it common? +
Seller financing means the seller carries a portion of the purchase price as a loan to the buyer, paid back over time directly to them. It's common — roughly 30–50% of small business sales include some seller financing. It signals seller confidence in the business's ability to continue performing. Seller notes are typically 10–30% of the purchase price with 3–5 year terms. IBB negotiates seller financing terms as part of the overall deal structure.
Why do deals fall through, and how does IBB prevent it? +
The most common reasons deals fall apart: financing falls through (buyer's SBA loan gets denied), something unexpected surfaces in due diligence, or the buyer gets cold feet. IBB reduces each of these risks: we pre-screen buyers for financial qualification before they see confidential details, we help sellers prepare for due diligence so there are no surprises, and we proactively manage both parties to keep momentum through the transaction.