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Stock Purchase Letter Of Intent Template for United States

A Stock Purchase Letter of Intent is a preliminary, non-binding document used in United States business transactions that outlines the proposed terms for the purchase of stock in a company. It serves as a framework for negotiations and subsequent due diligence, establishing key terms such as purchase price, payment structure, and timeline. While governed by federal securities laws and state-specific regulations, it typically includes provisions for confidentiality, exclusivity, and conditions precedent to closing.

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What is a Stock Purchase Letter Of Intent?

A Stock Purchase Letter of Intent is commonly used in the United States as a preliminary step in stock acquisition transactions. It serves as a roadmap for the proposed transaction, documenting the parties' initial understanding and commitment to negotiate in good faith. The document typically precedes more detailed due diligence and the execution of definitive agreements, while providing a framework for key terms such as valuation, structure, and timing. While non-binding except for specific provisions (like confidentiality and exclusivity), it's an essential tool for aligning parties' expectations and facilitating efficient negotiation of the final agreement.

What sections should be included in a Stock Purchase Letter Of Intent?

1. Identification of Parties: Names and details of buyer, seller, and target company, including full legal names and addresses

2. Transaction Overview: Brief description of proposed transaction structure and key terms of the stock purchase

3. Purchase Price: Proposed consideration and payment terms, including any adjustments or earnouts

4. Due Diligence: Scope and timeline for due diligence process, including access to information

5. Timing: Expected timeline for definitive agreement and closing conditions

6. Confidentiality: Terms regarding confidential information exchange and non-disclosure obligations

7. Exclusivity: Terms regarding exclusive negotiation period and no-shop provisions

What sections are optional to include in a Stock Purchase Letter Of Intent?

1. Financing: Details of financing arrangements, sources, and conditions for transaction funding

2. Key Employee Arrangements: Proposed terms for key management retention and employment agreements

3. Break-up Fee: Terms regarding termination fees and expense reimbursement provisions

4. Regulatory Approvals: Required governmental and regulatory approvals and filing requirements

What schedules should be included in a Stock Purchase Letter Of Intent?

1. Term Sheet: Detailed summary of key business and legal terms of the proposed transaction

2. Preliminary Valuation: Initial valuation analysis or methodology for determining purchase price

3. Due Diligence Checklist: Preliminary list of required due diligence items and documentation

4. Pro Forma Cap Table: Projected capitalization table showing ownership structure post-transaction

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

United States

Publisher

Ƶ

Cost

Free to use

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