letter-of-intent-loi
Drafts U.S. corporate transaction Letters of Intent (LOI) for mergers, acquisitions, investments, and strategic alliances. Separates non-binding intent from enforceable obligations and defines deal structure, key economics, and closing path. Use when converting deal terms into a preliminary transaction document. Trigger keywords: "LOI", "letter of intent", "M&A LOI", "merger term sheet", "no-shop", "exclusivity", "deal letter".
Best use case
letter-of-intent-loi is best used when you need a repeatable AI agent workflow instead of a one-off prompt.
Drafts U.S. corporate transaction Letters of Intent (LOI) for mergers, acquisitions, investments, and strategic alliances. Separates non-binding intent from enforceable obligations and defines deal structure, key economics, and closing path. Use when converting deal terms into a preliminary transaction document. Trigger keywords: "LOI", "letter of intent", "M&A LOI", "merger term sheet", "no-shop", "exclusivity", "deal letter".
Teams using letter-of-intent-loi should expect a more consistent output, faster repeated execution, less prompt rewriting.
When to use this skill
- You want a reusable workflow that can be run more than once with consistent structure.
When not to use this skill
- You only need a quick one-off answer and do not need a reusable workflow.
- You cannot install or maintain the underlying files, dependencies, or repository context.
Installation
Claude Code / Cursor / Codex
Manual Installation
- Download SKILL.md from GitHub
- Place it in
.claude/skills/letter-of-intent-loi/SKILL.mdinside your project - Restart your AI agent — it will auto-discover the skill
How letter-of-intent-loi Compares
| Feature / Agent | letter-of-intent-loi | Standard Approach |
|---|---|---|
| Platform Support | Not specified | Limited / Varies |
| Context Awareness | High | Baseline |
| Installation Complexity | Unknown | N/A |
Frequently Asked Questions
What does this skill do?
Drafts U.S. corporate transaction Letters of Intent (LOI) for mergers, acquisitions, investments, and strategic alliances. Separates non-binding intent from enforceable obligations and defines deal structure, key economics, and closing path. Use when converting deal terms into a preliminary transaction document. Trigger keywords: "LOI", "letter of intent", "M&A LOI", "merger term sheet", "no-shop", "exclusivity", "deal letter".
Where can I find the source code?
You can find the source code on GitHub using the link provided at the top of the page.
SKILL.md Source
# Letter of Intent (LOI) Drafts a transaction LOI that advances execution while preserving negotiating flexibility. Default posture: non-binding except explicitly designated provisions. ## Prerequisites 1. Party identities, entity forms, and governing jurisdictions. 2. Transaction type and structure (asset sale, stock sale, merger, investment, JV, option). 3. Agreed economics: price, payment schedule, earn-outs, escrows, caps. 4. Timeline: signing target, exclusivity window, diligence period, closing date. 5. Conditions precedent and responsibility allocation (regulatory, financing, consents). 6. Binding vs non-binding designation for each term set. 7. Known constraints: antitrust, sector regulations, board/lender approvals. ## Output Structure / Process Produce an audit-ready LOI in business-letter format using this sequence. ### 1) Intake Validation - [ ] Party names and addresses complete. - [ ] Transaction purpose stated in one unambiguous sentence. - [ ] Economic terms fully defined and internally consistent. - [ ] Timeline mapped to conditions precedent. - [ ] Definitive documents identified (SPA, merger agreement, ancillaries). - [ ] Binding clause set explicitly chosen by user. - [ ] Governing law and jurisdictional basis confirmed. ### 2) Clause Matrix | Section | Required? | Binding? | |---|---|---| | Date / Parties / Purpose | Yes | Non-binding | | Transaction Overview | Yes | Non-binding | | Principal Terms (price, structure, adjustments) | Yes | Non-binding unless stated | | Conditions Precedent | Yes | Non-binding | | Definitive Agreement Process | Yes | Mixed | | Exclusivity / No-Shop | Optional | Usually binding | | Confidentiality | Optional/Yes | Usually binding | | Expenses / Costs | Optional | Usually binding | | Liability Limitation / No-Action | Optional | Usually binding | | Governing Law / Disputes | Yes | Binding | | Signatures / Counterparts | Yes | Binding | ### 3) Drafting Rules - Always include a plain-language binding-effect section with an enumerated list of binding carve-outs. - Include no-liability clause for failure to close and good-faith negotiation language for definitive agreements. - Keep conditions precedent objective, verifiable, and assigned to a responsible party. - Do not embed tax opinions; use a placeholder for tax allocations. - Definitive agreement controls if conflict with LOI. ### 4) Template Skeleton ```text [Date] [Party A Name] [Party B Name] RE: Letter of Intent – Proposed [Transaction Type] [Opening: parties + transaction purpose] 1. Transaction Overview 2. Transaction Structure 3. Principal Terms 4. Conditions Precedent 5. Binding Commitments (Confidentiality / Exclusivity / Costs / Governing Law) 6. Definitive Agreements and Timeline 7. Termination and Liability 8. Miscellaneous (integration, notices, counsel, no assignment) 9. Signature Blocks ``` ### 5) Quality Gate - [ ] Defined terms consistent throughout (Transaction, Closing Date, Effective Date, CPs). - [ ] All amounts specify currency, basis, and payment schedule. - [ ] Non-compete references included only if jurisdictionally supportable and requested. - [ ] Public-company-sensitive language flagged with compliance review placeholder. ## Guidelines - Use clean drafting style; avoid overcommitment language in non-binding portions. - Do not omit remedies for breach of expressly binding clauses. - If existing NDA is signed, state LOI is supplemental and preserve NDA hierarchy. - For regulated sectors, add counsel review notes on approvals and filing requirements. - For cross-border transactions, flag foreign-law and conflict-of-laws risk. - If anti-circumvention concern exists, add carve-outs and enforcement language for exclusivity.
Related Skills
trademark-cease-and-desist-letter
Drafts a U.S. trademark cease-and-desist letter for pre-litigation enforcement. Converts case facts into a demand letter that establishes standing, documents likelihood-of-confusion or dilution exposure, sets cure demands, and preserves Lanham Act remedies. Use when drafting a "trademark cease and desist", "pre-suit trademark demand", "trademark infringement notice", or "notice before litigation".
ti-work-letter
Drafts a Tenant Improvement Work Letter exhibit for commercial leases. Trigger when the user needs a work letter, TI letter, tenant build-out exhibit, or improvement allowance agreement for a commercial leasing transaction.
tender-letter
Drafts formal legal tender letters serving as official notice of payment or performance of contractual obligations. Grounds the letter in contracts, invoices, and correspondence to protect the sender's legal position. Use when drafting tender of payment letters, tender of performance notices, or formal fulfillment communications in litigation or pre-litigation contexts.
tenant-improvement-work-letter
Drafts a U.S. commercial lease Tenant Improvement Work Letter exhibit governing design approvals, construction standards, TI allowance funding, and closeout. Use when drafting or revising a work letter, tenant improvement allowance terms, build-out procedures, or a lease exhibit for tenant improvements. Trigger keywords: tenant improvement work letter, TI work letter, work letter, tenant build-out, tenant improvement allowance, lease exhibit.
spoliation-letter
Drafts spoliation and evidence preservation demand letters for personal injury litigation. Generates case-specific evidence itemization, litigation hold demands, compliance deadlines, and sanctions warnings. Use when sending preservation demands, litigation hold notices, or spoliation letters in pre-suit or early discovery phases.
side-letter
Drafts U.S. venture capital and private equity side letter agreements that supplement a primary agreement without formal amendment. Use when drafting a side letter, supplemental letter, investor side letter, MFN carve-out, or special-rights letter tied to an existing agreement.
shippers-letter-of-instruction
Drafts a U.S.-focused Shipper's Letter of Instruction (SLI) authorizing a freight forwarder, capturing EEI/AES filing intent, and documenting export-control classifications. Use when drafting SLIs, authorizing forwarders, preparing EEI/AES filings, or documenting ECCN/ITAR/EAR99 classifications for international exports.
security-deposit-letter-of-credit
Drafts an irrevocable standby letter of credit securing a commercial lease deposit under ISP98 and UCC Article 5. Covers documentary draw conditions, evergreen/expiry mechanics, transferability, and partial draws. Use when drafting standby LCs for lease security deposits, replacing cash deposits with LC instruments, or structuring beneficiary draw requirements.
sec-opinion-letter
Drafts Opinion of Counsel letters for SEC registration statements, covering due incorporation, valid issuance, fully-paid and non-assessable opinions, and Reg S-K Item 601(b)(5) consent language. Use when drafting Exhibit 5.1 opinions for S-1/S-3 filings, shelf offerings, or securities issuance transactions.
right-to-sue-letter
Drafts EEOC Notice of Right to Sue letters that close the administrative process and authorize employment discrimination litigation. Ensures compliance with Title VII, ADA, ADEA, GINA, and EPA filing requirements. Use when drafting right-to-sue notices, EEOC closure letters, or administrative exhaustion documents.
preservation-letter
Drafts litigation hold and document preservation letters under FRCP 37(e) and state equivalents. Covers custodian identification, ESI scope, hold implementation, and spoliation warnings. Use when sending preservation notices, litigation hold letters, spoliation notices, or evidence preservation demands.
payoff-letter-request
Drafts formal payoff letter requests to lenders for the precise amount needed to satisfy a loan obligation on a given date. Extracts loan details from matter documents, identifies missing information, and tailors urgency to transaction deadlines. Incorporates RESPA compliance, per diem interest, and itemized breakdown specifications. Use when requesting payoff statements, mortgage payoff letters, loan satisfaction amounts, or lien release calculations in closings, refinancing, or debt satisfaction scenarios.