Hi Laura, the LOI comes before detailed due diligence and the major part of the negotiation process so you should never share or explain your valuation models or methodology, do not explain how you intend to finance the deal (financing structure), it is too early to discuss your post implementation plans and plans for management (you don't know the individuals well enough at this stage), never reveal any other targets you are considering - remember the LOI is essentially non binding except for confidentiality and never reveal the top price you are willing to pay as you are probably hoping to use the results of the Due Diligence and the Working Capital discussion to reduce the price or increase the cash left in the business. Hope this is of some help Best John

Now to answer your second question. Of course, you can start by turning all my points from my first answer around and say those are factors you would want to try to uncover. In addition you definitely want to know that the buyer has the resources to make the acquisition (as well as their financing plan). You do not want them asking for an earn out so that payment is delayed for several years, unless this is to your advantage - say some new products coming to market which will ramp up sales and profits. You should try to find out as much as you can about the scope of due diligence they want to do and how far down the management structure they want to go as this could lead to your employees finding out a deal is being discussed before you want to make any announcement, What contigencies or additional conditions are likely to be tabled which are not explicitly covered in the LOI - which is a relatively brief document, Finally, what is the buyers record of closing deals and what are they like to negotiate with? Have they backed out of deals at the last minute or threatened to unless there was a major change in conditions or price in their favour? Hope this is also helpful. Best John

@@johnbdcolley Thank you, John for your kind replies!!

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