What to Expect After Signing a Letter of Intent: A Nebraska Seller's Guide to the Final Stretch

You Signed the Letter of Intent — Now What?

For many Nebraska business owners, signing a letter of intent (LOI) is one of the most exciting moments in the entire selling process. After months of preparation, confidential marketing, and buyer conversations, you finally have a serious buyer who has put their interest in writing. It feels like the finish line is in sight.

But experienced business brokers will tell you: the LOI is not the finish line — it's the starting gun for the most demanding phase of the transaction. Understanding what comes next can mean the difference between a smooth closing and a deal that falls apart at the last moment.

Here is a practical guide to what Nebraska business owners should expect after signing a letter of intent.

What Is a Letter of Intent?

A letter of intent is a non-binding document that outlines the key terms of a proposed business sale: the purchase price, deal structure (asset sale vs. stock sale), proposed closing timeline, and any major contingencies. While it is not a final contract, it signals that both parties are serious and ready to move forward.

Once signed, the LOI typically triggers an exclusivity period — usually 30 to 90 days — during which you agree not to market your business to other buyers while the buyer conducts their investigation. This is why what happens next matters so much.

Phase 1: Due Diligence

Due diligence is the buyer's formal investigation of your business. Think of it as the buyer verifying everything you represented during the marketing process. This phase can feel invasive and exhausting, but it is a normal and necessary part of every business sale.

During due diligence, buyers and their advisors will typically request:

Three to five years of financial statements, including profit and loss statements, balance sheets, and tax returns
Customer and vendor contracts, including any long-term agreements or concentration risks
Employee information, including key personnel, compensation structures, and any employment agreements
Lease agreements for your business location and any equipment
Licenses, permits, and certifications required to operate your business
Intellectual property documentation, including trademarks, proprietary processes, or software
Litigation history and any pending legal matters

The best thing you can do as a seller is to respond to due diligence requests promptly and completely. Delays or incomplete responses raise red flags and can erode buyer confidence — even when there is nothing wrong with your business.

Phase 2: Financing and Third-Party Approvals

While due diligence is underway, the buyer is typically working to secure financing. Many Nebraska business acquisitions are funded through SBA 7(a) loans, which require the lender to conduct their own independent review of your business financials. This process runs parallel to due diligence and can add several weeks to the timeline.

If the buyer is using an SBA loan, expect the lender to request many of the same documents the buyer already asked for. Your broker can help coordinate these requests to minimize disruption to your daily operations.

Other third-party approvals that may be required include:

Landlord consent to assign or transfer your commercial lease
Franchisor approval if your business is part of a franchise system
Regulatory or licensing approvals for certain industries (healthcare, childcare, food service, etc.)

Each of these can introduce delays, so it is important to identify them early and begin the approval process as soon as possible after the LOI is signed.

Phase 3: Purchase Agreement Negotiation

Once due diligence is substantially complete and financing is in place, the parties move to negotiating the formal purchase and sale agreement. This is the legally binding contract that governs the transaction.

Key issues negotiated at this stage include:

Representations and warranties — the factual statements you are making about the business
Indemnification provisions — who is responsible if a problem surfaces after closing
Non-compete and non-solicitation agreements — restrictions on your ability to compete after the sale
Transition assistance — how long you will stay on to help the new owner get up to speed
Escrow or holdback arrangements — funds held in reserve to cover potential post-closing claims

Having an experienced attorney review and negotiate the purchase agreement on your behalf is essential. The LOI sets the broad terms, but the purchase agreement is where the details — and the risks — live.

Phase 4: Closing

Closing is the final step: the legal transfer of ownership from you to the buyer. In Nebraska, most business closings are handled by an attorney or a title company. You will sign a significant amount of paperwork, funds will be transferred, and ownership will officially change hands.

Before closing day, make sure you have:

Notified key employees (at the appropriate time, per your broker's guidance)
Coordinated the transfer of business accounts, licenses, and vendor relationships
Reviewed the closing statement to confirm the final proceeds match your expectations

The Transition Period

Most business sales include a transition period after closing — typically two weeks to several months — during which you remain available to help the new owner learn the business. This might involve introducing key customers, training staff, or explaining operational systems.

A smooth transition protects the value of what you built and helps ensure the business continues to thrive under new ownership. It also protects your reputation in the Nebraska business community.

Stay the Course — and Lean on Your Broker

The period between signing an LOI and closing is often the most stressful part of selling a business. Due diligence requests pile up, timelines shift, and unexpected issues surface. It is normal to feel anxious — but it is also the moment when having an experienced business broker in your corner matters most.

A skilled broker keeps the deal moving, manages communication between all parties, helps resolve issues before they become deal-breakers, and keeps your interests protected from LOI to closing table.

If you are a Nebraska business owner thinking about selling — or if you have already received interest from a buyer — reach out to Fairway Business Brokers to start a confidential conversation about your exit options. We are here to guide you through every step of the process.