Draft Pro-Buyer Letter of Intent for Private Acquisition
Generate a complete 6 to 10 page pro-buyer Letter of Intent with earnout structure, exclusivity, MAC clause, and automatic flagging of any clause deviating from market standard.
The Prompt
— LOI Generation (Pro-Buyer)
Draft a Letter of Intent for the acquisition of [Target Company], a [industry] company
with $[revenue] annual revenue. Structure:
- Purchase price: $[amount] with [X]% cash at closing and [Y]% in 18-month earnout
tied to EBITDA targets
- Exclusivity period: 90 days
- Due diligence scope: full access to all contracts, financials, IP, litigation, and
employee records
- Conditions precedent: regulatory approval, key employee retention agreements,
no material adverse change
- Governing law: [State]
Generate Pro-Buyer clauses. Include broad MAC definition, extensive representations
required before closing, and buyer-favorable indemnification with 24-month survival.
Flag any clause that deviates from market standard with [REVIEW NEEDED] annotation.
This single prompt generates a 6–10 page LOI draft in under 30 seconds. The associate then reviews, adjusts commercial terms, and sends to the partner for approval—cutting the typical LOI turnaround from 2–3 days to 2–3 hours.Variables (7)
| Variable | Description | Example |
|---|---|---|
| {{target_company}} | Target Company Name | BlueWave Software Inc. |
| {{industry}} | Target Industry | B2B SaaS for healthcare providers |
| {{revenue}} | Annual Revenue (USD) | 42000000 |
| {{amount}} | Total Purchase Price (USD) | 180000000 |
| {{cash_percent}} | Cash at Closing (%) | 70 |
| {{earnout_percent}} | Earnout Portion (%) | 30 |
| {{state}} | Governing Law State | Delaware |
Expected Output
A 6 to 10 page pro-buyer Letter of Intent with purchase price structure, earnout, exclusivity, due diligence scope, MAC, conditions precedent, governing law, and [REVIEW NEEDED] flags on any non-standard clause.
Originally featured in: AI for M&A Lawyers: Due Diligence, LOI Drafting & Deal Room Automation (2026)
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