Spoiler: it’s less scary than it sounds. The LOI is a non-binding framework for a deal — but it does lock in one very important thing: exclusivity. David and Shaun walk through all the key terms you’ll encounter, from purchase price and rollover equity to restrictive covenants, confidentiality, and governing law, and explain why a more detailed term sheet on the front end actually makes everything easier down the road.

They walk through the key factors that drive a buyer’s willingness to pay: size, trajectory, customer mix, management infrastructure, key man risk, brand equity, employee base, and operating systems. They also demystify EBITDA multiples vs. revenue multiples, explain why businesses in different industries trade at very different values, and make the case for why handing over a P&L and asking “what’s it worth?” is never going to get you the answer you’re looking for.