Letter of Intent Template for Buying an IV Therapy Clinic

Parties and Transaction Overview

Identify the buyer entity, the seller entity, and the specific business assets or equity interests being acquired. For IV therapy clinics, clarify whether this is an asset purchase or equity purchase, as asset purchases are far more common given the need to leave behind undisclosed liability, regulatory violations, or malpractice exposure. Name the clinic(s) and any affiliated mobile IV units or secondary locations included in scope.

💡 Sellers who operate as sole proprietors or single-member LLCs may resist an asset purchase because of the tax implications. Be prepared to discuss a hybrid structure or price gross-up. Confirm early whether the medical director is employed by the seller's entity or contracted independently — this affects how the agreement transfers and what regulatory filings may be required post-close.

Purchase Price and Valuation Basis

State the proposed purchase price and the financial basis used to arrive at it. IV therapy clinics in the lower middle market are typically valued at 3x–5.5x trailing twelve-month EBITDA, with adjustments for owner compensation normalization, one-time expenses, and membership revenue quality. Be explicit about which financial period you are using and flag that final price is subject to diligence confirmation.

💡 Sellers often calculate EBITDA by adding back excessive owner compensation, vehicle expenses, and personal benefits. Validate each add-back against bank statements. Membership revenue is frequently overstated — ask for month-by-month active member counts and churn rates for the last 24 months before anchoring to a multiple. If the owner is also the medical director, apply a downward adjustment of 0.5x–1.0x to account for the cost of replacing that role post-close.

Deal Structure and Payment Terms

Define how the purchase price will be funded, including equity, SBA 7(a) debt, seller notes, and earnouts. IV therapy clinic acquisitions are SBA-eligible when the clinic has at least two years of operating history and the buyer meets lender qualifications. Earnouts are common when revenue is heavily membership-driven or when the seller is the primary clinical draw for clients.

💡 SBA lenders will require the seller to be on standby with their note during the SBA loan term — confirm the seller is willing to accept standby terms before finalizing structure. Earnouts create post-close friction; keep them simple with one or two clearly measurable metrics. Sellers with strong membership programs will push back on revenue-based earnouts — consider tying the earnout to membership retention instead, which is more within the seller's control during a transition period.

Medical Director Agreement and Clinical Transition

This is the most clinic-specific and legally sensitive section of the LOI. Address the current medical director's role, their willingness to remain post-close, the structure of their agreement, and the buyer's rights if the medical director departs. Many states prohibit non-physicians from employing physicians directly, so the structure of this relationship must be reviewed against the applicable state's corporate practice of medicine doctrine.

💡 If the seller is the medical director, this is the single largest deal risk in the transaction. Push hard during LOI to get written confirmation from the physician that they will remain, and build a price reduction mechanism into the LOI if they leave before or shortly after close. In states with strict corporate practice of medicine laws (California, Texas, New York), the clinic's legal structure may need restructuring post-close — flag this for your healthcare attorney before finalizing LOI terms.

Exclusivity and No-Shop Period

Request a defined exclusivity window during which the seller cannot solicit or entertain offers from other buyers. This is standard in lower middle market M&A and protects the buyer's investment in legal and financial due diligence. For IV therapy clinics, 45–60 days is typical given the complexity of clinical due diligence.

💡 Sellers who are actively listed with a business broker may push back on exclusivity or request a shorter window. Counter by offering a faster diligence timeline in exchange for a full 45-day period. If the seller is reluctant to grant exclusivity, it may signal they have other interested parties or are not fully committed to selling — worth surfacing before you invest in diligence costs.

Due Diligence Conditions and Access

Define the scope of due diligence, the timeline for completion, and the seller's obligations to provide access to financial records, clinical documentation, licensing files, and supplier agreements. IV therapy clinic diligence has both financial and clinical components that must be tracked separately.

💡 Request the membership data in exportable format — many clinic owners track memberships in rudimentary spreadsheets or POS systems that cannot produce clean reports. If the seller cannot provide clean membership data, that is a red flag for the quality of the recurring revenue. Also request the compounding pharmacy's DEA registration and state pharmacy board license — non-compliant compounding relationships are a material liability that some sellers are not aware of.

Representations and Pre-Closing Covenants

Outline the seller's key representations and operational commitments between LOI signing and closing. For IV therapy clinics, this includes maintaining the medical director relationship, renewing any expiring licenses, continuing normal clinical operations, and not entering into new long-term supplier contracts without buyer consent.

💡 Sellers sometimes try to lock in long-term supply agreements or renegotiate lease terms after LOI signing, which can create liabilities that transfer to the buyer. The pre-closing covenant language prevents this. Also consider requiring the seller to notify you immediately if any nurse or the medical director gives notice during the diligence period — staffing changes between LOI and close are common and can materially affect deal value.

Conditions to Closing

List the specific conditions that must be satisfied before the buyer is obligated to close. For IV therapy clinics, these conditions include SBA financing approval, satisfactory resolution of all clinical and regulatory diligence findings, medical director transition confirmation, and lease assignment or new lease execution.

💡 Lease assignment is frequently overlooked in wellness clinic deals and can kill transactions at the last minute if the landlord has change-of-control restrictions or demands a personal guarantee from the new owner. Confirm with the landlord early. Also verify with your state health department whether clinic permits transfer with ownership or require a new application — some states require re-licensure even for existing locations, which can delay closing by 30–90 days.

Confidentiality and Non-Disclosure

Confirm that both parties are bound by mutual confidentiality obligations, typically already established by a separately executed NDA, and reiterate those obligations within the LOI to prevent disclosure of deal terms, financial data, or clinical information to third parties including clinic staff.

💡 Premature disclosure of a sale to nursing staff or the medical director is one of the fastest ways to destabilize an IV therapy clinic acquisition. Staff may start job hunting immediately, and the medical director may use the news to renegotiate their agreement. Work with the seller to develop a communication plan that delays staff disclosure until after closing or at a pre-agreed milestone such as SBA approval.

Non-Binding Nature and Governing Law

Clarify which sections of the LOI are binding (exclusivity, confidentiality, governing law) and which are non-binding (purchase price, deal structure, conditions to closing). This is standard but must be explicit to avoid disputes over whether the LOI created an obligation to close.

💡 Some sellers — particularly first-time sellers without M&A advisors — misunderstand the non-binding nature of an LOI and believe that signing it commits both parties to the deal. Set expectations clearly in your first conversation. The binding exclusivity provision is the most valuable element of the LOI for the buyer and should be negotiated firmly even when other terms remain open.