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The complete, annotated structure of a letter of intent for a company sale in Spain, based on our experience as a direct buyer.
The letter of intent (LOI) is the first formal document in a company sale: it sets the indicative price, structure, timetable and rules of the game before due diligence begins. This template reflects standard Spanish middle-market practice.
Important: this template is for guidance only and is not legal advice. Every transaction requires adaptation by a corporate lawyer. We publish it so business owners know what to expect and what to negotiate when an LOI lands on their desk.
Buyer (investment company or vehicle), the selling shareholder(s), and the target company. If the buyer is a shell vehicle, ask to identify who stands behind it.
What is being bought: the percentage of share capital, via a share deal or an asset deal. The choice has radically different tax consequences for the seller.
The most important clause. It should state the enterprise value, the adjustment mechanism (net debt and working capital — locked box or completion accounts), and the payment components: cash at closing, deferred amounts, earn-out. To calibrate your sector multiple, see our 2026 EBITDA multiples table.
Satisfactory due diligence, financing (ask for detail: committed or to be raised?), regulatory approvals where applicable, and absence of material adverse change (MAC clause).
The buyer will demand exclusive negotiation. That is legitimate — due diligence costs money — but cap it: 60-90 days, with automatic termination if the buyer does not deliver a binding offer in time.
Binding and mutual. If an NDA already exists, the LOI refers to it.
Scope (financial, tax, legal, labour), timetable, and information access rules (data room, Q&A management).
Not standard in every LOI, but usually decisive for family business owners. If team continuity matters to you, put it in the LOI: generic verbal assurances do not survive SPA negotiation. More detail in what happens to employees when you sell.
The clause that prevents disputes: the document creates no obligation to close, except the exclusivity, confidentiality, costs and governing-law clauses, which do bind.
Each party bears its own advisers. State it expressly to avoid claims if the deal does not close.
Spanish law and the courts of [city], or arbitration if the parties prefer.
Complete the picture with our guide on what to review in a letter of intent and the full M&A process timeline.
Disclaimer: this template is for information purposes and does not replace advice from a corporate lawyer. Blue Mountain Capital is not a law firm; we are a family office that acquires companies, and we publish this resource so owners arrive better prepared at the negotiation.
Generally the LOI is non-binding on its economic terms (price, structure), but it contains clauses that ARE binding: confidentiality, exclusivity and governing law. The document must expressly state which clauses bind and which do not. A poorly drafted LOI can create unwanted obligations — Spanish case law has awarded damages for bad-faith termination of negotiations.
Between 60 and 90 days in Spanish middle-market deals. That is the time the buyer needs to complete due diligence and prepare the share purchase agreement. Periods beyond 120 days need justification; as a seller, avoid long exclusivity without milestones that release you if the buyer stalls.
Not necessarily. The LOI frames the entire subsequent negotiation: whatever you fail to negotiate before signing will be very hard to improve later, because exclusivity removes your main leverage — competition between buyers. Review price and payment structure, conditions, exclusivity scope and employee treatment before signing. It is the moment of maximum seller leverage.
If you wish to explore a potential collaboration or present an investment opportunity, we invite you to contact us. We guarantee absolute confidentiality in all our conversations.