What to Expect After Signing a Letter of Intent on Your Nebraska Business

You've Signed the Letter of Intent — Now What?

Signing a Letter of Intent (LOI) is one of the most exciting moments in the business sale process. After months of preparation, confidential marketing, and negotiations, you finally have a serious buyer who has committed — in writing — to moving forward. But for many Nebraska business owners, the LOI is also where the real work begins. Understanding what comes next can mean the difference between a smooth closing and a deal that falls apart at the finish line.

At Fairway Business Brokers, we guide sellers through every phase of the transaction — including the often-misunderstood period between the LOI and the closing table. Here's what you should expect.

What Is a Letter of Intent?

A Letter of Intent is a non-binding document that outlines the key terms of the proposed transaction: purchase price, deal structure, payment terms, and any major conditions. While it's not a final contract, it signals that both parties are serious and sets the framework for the next phase — due diligence.

Most LOIs also include an exclusivity period, typically 30 to 90 days, during which you agree not to market the business to other buyers. This gives the buyer time to conduct their investigation without fear of being outbid. It's a reasonable ask, but it also means the clock is ticking — and you need to be ready.

Phase 1: Due Diligence

Due diligence is the buyer's opportunity to verify everything you've represented about your business. Expect requests for a wide range of documents and information, including:

Three to five years of tax returns and financial statements
Profit and loss statements, balance sheets, and cash flow records
Lease agreements, equipment lists, and inventory records
Customer and vendor contracts
Employee records, org charts, and compensation details
Licenses, permits, and any regulatory filings
Pending or past litigation disclosures

This phase can feel invasive, and for many Omaha and Nebraska business owners, it's the most stressful part of the process. The key is to stay organized and responsive. Delays in providing documents often signal problems to buyers — even when there aren't any. Your broker will help you manage the flow of information and ensure sensitive data is shared securely through a virtual data room.

Your Role During Due Diligence

As the seller, your job is to be transparent and cooperative — while also protecting yourself. Answer questions honestly, but let your broker and attorney handle communications that could affect deal terms. Avoid making major business decisions (large purchases, new hires, contract changes) during this period without consulting your advisors. Buyers are watching for anything that might change the business's value or risk profile.

Phase 2: Financing and Third-Party Approvals

If the buyer is using SBA financing — which is common in Nebraska small business transactions — the lender will conduct its own independent review of your financials, the business's assets, and the proposed deal structure. This process runs parallel to due diligence and can add several weeks to the timeline.

Other third-party approvals may also be required, such as:

Landlord consent to assign or transfer the lease
Franchisor approval (if the business is a franchise)
Licensing board notifications or transfers
Key customer or vendor consents, if required by contract

Your broker will help coordinate these approvals and keep the process moving. Delays here are common, so patience — and proactive follow-up — are essential.

Phase 3: Purchase Agreement Negotiation

Once due diligence is substantially complete and financing is approved, the parties move to drafting the final Purchase Agreement. This is a legally binding document that covers every detail of the transaction, including:

Final purchase price and payment structure
Assets or shares being transferred
Representations and warranties from both parties
Non-compete and non-solicitation agreements
Transition assistance and training obligations
Indemnification provisions

Expect some back-and-forth during this phase. Buyers and their attorneys will often push for stronger protections; sellers want to limit their post-closing liability. A skilled broker and experienced transaction attorney on your side are invaluable here.

Phase 4: Closing

Closing is the final step — the moment when ownership officially transfers and funds are disbursed. In Nebraska, closings typically happen at a title company or attorney's office. You'll sign a stack of documents, the buyer will wire funds, and the business will change hands.

Before closing day, make sure you've addressed:

Final inventory counts and asset verification
Prorations for rent, utilities, and prepaid expenses
Notification plans for employees and key customers (timed carefully to protect confidentiality)
Transition plan details — how long you'll stay on to train the new owner

The Transition Period

Most purchase agreements include a transition period during which the seller remains involved to help the new owner get up to speed. This might be two weeks, 90 days, or longer depending on the complexity of the business. Think of it as your final gift to the business you built — and to the buyer who trusted you enough to purchase it.

For many Nebraska business owners, this period is bittersweet. You've spent years — sometimes decades — building something meaningful. Handing it off takes emotional preparation as much as logistical planning.

Start the Conversation Now

The period between signing an LOI and reaching the closing table is complex, but it doesn't have to be overwhelming. With the right team in your corner — an experienced business broker, a transaction attorney, and a CPA familiar with business sales — you can navigate each phase with confidence.

If you're a Nebraska business owner thinking about selling, the best time to start planning is before you're ready. Speak with a business broker at Fairway Business Brokers for a confidential conversation about your exit options and what the process would look like for your specific business.