loi-drafting

name	loi-drafting
description	Draft Letters of Intent for CPA firm acquisitions with Dark Factory terms and Texas-compliant legal structure

LOI Drafting

Generate Letters of Intent for CPA firm acquisitions following the Dark Factory acquisition playbook and Texas legal requirements.

LOI Structure

1. Header & Parties

• Buyer: HENRY AI Corporation (or designated acquisition entity)
• Seller: [Firm name and principal owner(s)]
• Date of letter
• Reference: listing ID / broker reference if applicable

2. Transaction Summary

• Type: Asset purchase (preferred) or stock purchase
• Target: [Firm name], a Texas [entity type]
• Assets included: client list, work-in-progress, trade name, goodwill, equipment, software licenses
• Assets excluded: cash, accounts receivable (unless negotiated), personal assets of owner

3. Purchase Price & Terms

Apply Dark Factory formula:

Purchase price = 0.4x gross revenue (trailing 12 months)
Structure:
  - 70% cash at closing (SBA 7(a) financed if >$100K)
  - 30% seller note (2-3 year term, 5-6% interest)
  - Earnout: optional 5-10% tied to client retention at 12 months

4. Due Diligence Period

• 45-60 day exclusive due diligence period
• Access to: 3 years tax returns, client list (anonymized initially), employee roster, lease agreements, software subscriptions, pending litigation
• Buyer may terminate for any reason during DD period

5. Transition Terms

• Seller provides 90-day transition support (introductions to key clients)
• Non-compete: 3 years, 50-mile radius from practice location
• Non-solicitation: 3 years, covering all current clients and employees
• Seller available for 10 hrs/month consulting for 6 months post-close

6. Conditions Precedent

• Satisfactory due diligence
• SBA 7(a) loan approval (if applicable)
• Landlord consent to lease assignment
• Client retention above 80% at closing
• No material adverse change in business

7. Confidentiality & Exclusivity

• Mutual NDA (attach as exhibit)
• 60-day exclusivity period from LOI execution
• Broker acknowledgment (if applicable)

8. Governing Law

• State of Texas
• Venue: Harris County, Texas
• Non-binding except for confidentiality, exclusivity, and governing law provisions

Texas-Specific Compliance Notes

• TX Business Organizations Code for entity structuring
• TX Property Code SS5.008 for real property disclosures (if lease assigned)
• TX SS513.11: Non-CPA ownership of CPA firms is permitted
• Ensure all professional licensing requirements are addressed in PSA

Output Format

Generate as clean Markdown suitable for conversion to PDF. Include signature blocks for buyer and seller with date lines. Mark all bracketed fields [FILL] that require specific deal data.