A complete LOI framework and negotiation guide built for buyers and sellers of youth and adult athletic training businesses — covering purchase price, earnouts, key-person transition, lease assignment, and SBA financing terms.
A Letter of Intent (LOI) is the pivotal document that bridges initial conversations and formal due diligence in a sports training facility acquisition. For a business where value is tied to coach relationships, membership retention, and a physical facility with specialized infrastructure, every term in your LOI carries downstream risk. A poorly drafted LOI can leave you exposed to key-person departures during due diligence, a landlord who refuses to assign a below-market lease, or an earnout structure that never pays because member attrition was misunderstood. This guide breaks down each LOI section with sports-training-specific language, explains what to negotiate hard on, and flags the mistakes that derail deals in this niche. Whether you are a former athlete pursuing your first acquisition via SBA financing or a multi-unit fitness operator expanding into performance training, use this template as your starting point — then customize with your attorney and M&A advisor.
Find Sports Training Facility Businesses to AcquireParties and Transaction Overview
Identifies the buyer entity, seller entity, and the nature of the transaction — typically an asset purchase of the sports training facility business, including equipment, membership contracts, intellectual property, and the right to occupy the leased facility.
Example Language
This Letter of Intent is entered into by [Buyer Entity Name] ('Buyer') and [Seller Legal Name or Entity] ('Seller') regarding the proposed acquisition of substantially all assets of [Facility Name], a sports training facility located at [Address] ('Business'). The transaction is contemplated as an asset purchase. Excluded assets include [list exclusions, e.g., seller's personal vehicle, certain receivables predating closing]. The parties intend to negotiate and execute a definitive Asset Purchase Agreement ('APA') on or before [Target Date].
💡 Confirm whether the deal is structured as an asset purchase or entity purchase early. Most sports training facility acquisitions are structured as asset purchases to allow buyers to step up the tax basis of equipment and avoid inheriting unknown liabilities. If the seller insists on an entity sale due to tax reasons, price the additional liability risk accordingly. Confirm which contracts — membership agreements, team training contracts, school district partnerships — will be assigned at closing.
Purchase Price and Consideration Structure
States the total proposed purchase price, the breakdown between cash at closing, seller financing, and any earnout component, and references the SBA loan structure if applicable. For sports training facilities, earnouts tied to member retention are common and must be defined precisely.
Example Language
The proposed aggregate purchase price for the Business is $[X,XXX,000], payable as follows: (a) $[X,XXX,000] in cash at closing, funded in part through an SBA 7(a) loan; (b) a seller note of $[XXX,000] payable over [36–60] months at [6–7]% annual interest, subordinated to the SBA lender as required; and (c) an earnout of up to $[XXX,000] payable over 24 months post-closing, contingent on the Business retaining at least [80]% of current monthly recurring membership revenue as measured on the 12-month anniversary of closing and maintaining aggregate revenue not less than $[X,XXX,000] in the 24-month period post-closing.
💡 For facilities with $1M–$5M in revenue, expect total enterprise value multiples of 2.5x–4.5x SDE depending on revenue quality, lease terms, and coach dependency. Push for the earnout to be based on gross membership revenue retained — not total revenue — since camps and one-time clinics are more volatile. Sellers should negotiate a cap on the earnout period and require quarterly measurement dates, not just a single anniversary. Buyers using SBA 7(a) financing must ensure the seller note is on full standby for 24 months if required by the lender.
Deposit and Exclusivity
Specifies the good faith deposit amount, where it is held, conditions for refund, and the exclusivity period during which the seller agrees not to solicit or negotiate with other buyers.
Example Language
Upon execution of this LOI, Buyer shall deliver a good faith deposit of $[25,000–$50,000] to be held in escrow by [Escrow Agent / Seller's Attorney]. The deposit shall be fully refundable if Buyer terminates this LOI prior to the expiration of the due diligence period for any reason. Seller agrees to an exclusivity period of [45–60] days from the date of this LOI, during which Seller shall not solicit, negotiate, or enter into discussions with any third party regarding the sale of the Business.
💡 A 45–60 day exclusivity window is standard for sports training facility deals. However, if lease assignment requires landlord approval — which it typically does — build in a 15-day buffer or negotiate a mutual extension right specifically for landlord consent delays. Sellers should resist exclusivity periods longer than 60 days without milestones tied to buyer's SBA loan progress. Buyers should avoid non-refundable deposits until after the due diligence period closes and material issues have been cleared.
Due Diligence Scope and Period
Outlines the due diligence period length, the categories of information the buyer will review, and each party's cooperation obligations. For sports training facilities, this section should explicitly name the due diligence items most critical to validating business value.
Example Language
Buyer shall have [30–45] days from the date of this LOI to complete due diligence ('Due Diligence Period'). Seller shall provide access to: (a) 3 years of financial statements, tax returns, and monthly revenue reports segmented by membership, private training, team contracts, camps, and clinics; (b) all membership agreements, renewal rates, and churn data for the trailing 24 months; (c) the facility lease, all amendments, and landlord contact information for assignment discussions; (d) equipment inventory, age, condition reports, and any maintenance or service records; (e) employment agreements, independent contractor agreements, and non-compete or non-solicitation agreements with all coaches and trainers; (f) all insurance policies, claims history, and any outstanding liability matters related to athlete injuries; and (g) any team training contracts, school district agreements, or multi-year partnership agreements.
💡 Do not skip the membership churn analysis. Request monthly new member additions and cancellations for at least 24 months. A facility reporting $400K in annual membership revenue but with 35% annual churn is a fundamentally different asset than one with 85% renewal rates. Separately validate which revenue is truly recurring monthly vs. seasonal packages that inflate one quarter. Also confirm whether key coaches are W-2 employees or 1099 contractors — misclassification creates liability and 1099 contractors have no non-compete obligations without separate agreements.
Key-Person Transition and Seller Involvement
Defines the seller's post-closing transition commitment, including training period duration, introduction of clients and staff, and any ongoing consulting arrangement. This section is particularly critical in sports training facilities where the founder is also the lead coach and face of the brand.
Example Language
Seller agrees to remain actively involved in the Business for a transition period of [6–12] months post-closing, initially at full-time capacity for the first 90 days and transitioning to part-time consulting through month 12, at a mutually agreed monthly consulting fee not to exceed $[X,XXX] per month. During the transition period, Seller shall: (a) introduce Buyer to all key clients, coaches, and team partners; (b) co-coach training sessions to facilitate client familiarity with Buyer and lead staff; (c) record video introductions and client communication materials endorsing the transition; and (d) cooperate with Buyer's efforts to rebrand or reposition the facility as operationally independent of Seller's personal identity.
💡 This is often the most emotionally charged negotiation in a sports training facility deal. Sellers who built the business around their personal athletic identity may resist a transition plan that feels like erasure. Frame the transition as protecting the seller's legacy and the athletes they trained. Buyers should tie a meaningful portion of any earnout to seller cooperation during the transition period. If the seller is the only certified trainer at the facility, require proof of qualified replacement staff before closing as a condition precedent.
Non-Compete and Non-Solicitation
Establishes geographic and temporal restrictions on the seller's ability to open a competing sports training facility, coach independently, or solicit clients, staff, or team partners after closing.
Example Language
For a period of [3–5] years following the closing date, Seller agrees not to: (a) own, operate, manage, or provide coaching services to any sports training facility, athletic development program, or performance training business within [15–25] miles of [Facility Address]; (b) solicit, train, or accept as a client any athlete, team, or school district that was a client of the Business during the 24 months preceding closing; and (c) solicit or recruit any employee, independent contractor, or coach employed by or contracted with the Business at the time of closing.
💡 Non-competes in sports training are particularly important because a departing founder-coach can effectively recreate the business in a nearby facility or even in a local park with a few loyal clients. The geographic radius should reflect the actual trade area of the facility — 15 miles is typical in suburban markets, 5–10 miles in dense urban areas. Sellers should negotiate carve-outs for college coaching, online coaching platforms unrelated to local youth training, and volunteer coaching at their own children's school programs. Buyers should ensure every key coach — not just the seller — has signed a non-solicitation agreement before closing.
Lease Assignment and Facility Conditions
Addresses the requirement that the existing facility lease be assigned to the buyer as a condition of closing, the process for obtaining landlord consent, and any representations about the physical condition of the facility and its specialized equipment.
Example Language
Closing shall be conditioned upon: (a) Seller obtaining written consent from the Landlord to assign the lease for [Facility Address] to Buyer or Buyer's designated entity, on terms no less favorable than the current lease, with a remaining term of at least [3–5] years or enforceable renewal options; (b) Buyer's satisfactory inspection of the facility, including all turf surfaces, flooring, batting cages, weight room equipment, HVAC systems, and any other specialized infrastructure; and (c) Seller representing that all equipment included in the sale is in good working condition and that there are no outstanding code violations, deferred maintenance obligations, or pending landlord disputes. If Landlord consent cannot be obtained within [30] days of this LOI, either party may terminate this LOI without penalty.
💡 Lease assignment is frequently the deal-killer in sports training facility acquisitions. Some landlords will use the assignment as an opportunity to renegotiate rent to market rates or require a personal guarantee from the buyer. Buyers should review the original lease before submitting the LOI to understand assignment provisions, any radius restrictions affecting competitors, and what happens to the tenant improvement allowance or buildout if the lease is not renewed. If the current lease has below-market rent, treat it as a significant value driver and price it into the purchase price accordingly.
Representations, Warranties, and Indemnification
Summarizes the key representations the seller will make in the definitive agreement regarding the accuracy of financial information, ownership of assets, absence of undisclosed liabilities, and compliance with applicable laws, and establishes the basic framework for indemnification.
Example Language
The APA will include customary representations and warranties from Seller, including but not limited to: (a) accuracy of financial statements for the trailing 3 fiscal years; (b) seller's good and marketable title to all assets being transferred, free of undisclosed liens or encumbrances; (c) no outstanding litigation, regulatory actions, or unresolved athlete injury claims; (d) all coaches and trainers hold current required certifications and are in compliance with applicable labor classification requirements; (e) all membership agreements are current, valid, and assignable without client consent or with standard notice; and (f) no material adverse change in the Business between the LOI date and closing. Seller's indemnification obligations shall survive closing for [18–24] months, subject to a deductible of [1–2]% of purchase price and a cap of [15–25]% of purchase price.
💡 In sports training facilities, pay particular attention to the injury liability representations. Facilities that have had unreported slip-and-fall incidents, athlete injuries during training, or informal settlements may have undisclosed exposure. Require a full claims history from the seller's liability insurer for the past 5 years. Also confirm that all coaches holding youth certifications (background checks, SafeSport compliance, CPR) are current — lapsed certifications can void insurance coverage and create licensing issues post-closing.
Conditions to Closing
Lists the material conditions that must be satisfied before either party is obligated to close, including SBA loan approval, landlord consent, completion of due diligence, and execution of key employment or transition agreements with lead coaches.
Example Language
The obligation of Buyer to close the transaction is conditioned upon: (a) Buyer obtaining SBA 7(a) loan approval in an amount sufficient to fund the cash portion of the purchase price; (b) receipt of written Landlord consent to lease assignment on terms satisfactory to Buyer; (c) completion of due diligence to Buyer's satisfaction; (d) execution of employment agreements or independent contractor agreements with [Name Lead Coach(es)], including non-solicitation provisions; (e) no material adverse change in the Business's membership base, revenue, or physical condition between LOI execution and closing; and (f) all representations and warranties of Seller remaining true and accurate as of the closing date.
💡 The employment or retention agreement with the lead coach is a frequently overlooked closing condition. If your facility's revenue is concentrated in one trainer who runs the baseball or speed development program, make their continued employment — not just a promise to try — a hard closing condition. Consider a signing bonus or equity participation structure for key coaches to align their incentives with the new owner's success. SBA lenders will often require this documentation as part of the loan underwriting process anyway.
Confidentiality and Exclusivity
Confirms that all information exchanged during due diligence is confidential, restricts either party from disclosing deal terms to staff, clients, or competitors, and affirms the exclusivity commitment.
Example Language
Each party agrees to keep the terms of this LOI and all information exchanged during due diligence strictly confidential, disclosing only to their respective attorneys, accountants, lenders, and advisors on a need-to-know basis. Neither party shall disclose the existence or terms of this transaction to any employee, coach, client, team partner, or competitor of the Business without the prior written consent of the other party, except as required by law. The foregoing obligations survive any termination of this LOI for a period of [24] months.
💡 Confidentiality is especially sensitive in sports training communities, which are tight-knit and word travels fast. A rumor that a beloved facility is changing hands can trigger pre-emptive client cancellations or staff departures before due diligence is even complete. Sellers should insist on strict confidentiality until a closing date is confirmed, and buyers should understand that early disclosure — even to gauge key coach interest — can destabilize the asset they are trying to acquire. Plan your staff and client communication strategy before closing, not after.
Earnout Measurement Metrics
Earnouts in sports training facility deals should be tied specifically to monthly recurring membership revenue retention — not gross revenue — to prevent seasonal spikes from camps and clinics from obscuring underlying membership decay. Define the baseline MRR at the LOI date, agree on a measurement methodology, and set quarterly checkpoints rather than a single annual measurement to reduce end-of-period manipulation risk.
Seller Transition Duration and Compensation
A 6–12 month transition with structured phase-down from full-time to part-time is the industry standard in founder-led training facilities. Negotiate the consulting fee separately from the purchase price and tie at least a portion of any earnout payment to active seller participation in client introductions and staff retention during the transition window.
Landlord Consent Timeline and Fallback Rights
Because landlord approval can take 30–60 days and some landlords will use the assignment request to renegotiate terms, buyers should include a mutual termination right if consent is not obtained within a defined window. Also negotiate whether buyer or seller bears the cost of any landlord-required lease modifications, security deposit increases, or personal guarantee requirements.
Key Coach Retention as a Closing Condition
If one or two coaches generate a disproportionate share of training revenue, their executed employment agreements should be a hard closing condition — not a best-efforts obligation. Include non-solicitation provisions, minimum tenure commitments of 12–24 months, and consider retention bonuses funded from the purchase price escrow to reduce buyer's upfront cash outlay.
Equipment Condition Holdback
Specialized sports training equipment — batting cages, turf systems, radar and velocity tracking technology, weight room infrastructure — depreciates quickly and can require significant capital to replace or repair. Negotiate a holdback of 5–10% of purchase price for 90–180 days post-closing to cover any undisclosed equipment failures or deferred maintenance discovered during the transition period.
Client Notification and Non-Solicitation Timing
Define in the LOI when and how current clients will be notified of the ownership change, who controls that communication, and what restrictions apply to the seller reaching out to former clients post-closing. The seller's ability to maintain coaching relationships is often their most valuable post-exit asset — and the buyer's biggest attrition risk.
Find Sports Training Facility Businesses to Acquire
Enough information to write a strong LOI on day one — free to join.
45 to 60 days is the standard range, but you should build in a specific extension right — typically 15 additional days — if the delay is caused by landlord consent for lease assignment, which is common in sports facility deals. If you are using SBA financing, confirm with your lender how long their credit approval process typically takes before agreeing to a fixed exclusivity window, since SBA approvals can take 30–45 days on their own.
In almost all lower middle market sports training facility deals, an asset purchase is the preferred structure for buyers. It allows you to step up the tax basis of equipment and other acquired assets, avoid inheriting undisclosed liabilities including injury claims, and selectively assume only the contracts and obligations you want. The primary exception is when the target holds licenses, certifications, or long-term team contracts that are not transferable in an asset deal — in that case, consult your attorney about an entity purchase with robust indemnification protections.
Earnouts in this industry are most commonly tied to membership revenue retention over 12–24 months post-closing. A typical structure might reserve $100,000–$200,000 of the purchase price, payable in two installments, contingent on the business retaining at least 80% of monthly recurring membership revenue at the 6-month and 18-month marks. The key is defining the baseline MRR clearly in the LOI using actual data from the 3 months prior to signing, and agreeing on a neutral accountant to measure performance if there is a dispute.
This is one of the most significant risks in a sports training facility acquisition and it can happen even with good intent. If the founder-coach becomes disengaged or starts receiving competing offers during a long due diligence process, client attrition can begin before you even close. Protect yourself by including a material adverse change clause in your LOI that covers significant membership cancellations or staff departures between signing and closing, and consider an accelerated timeline with milestone-based earnest money releases to maintain momentum.
You do not need formal approval before signing the LOI, but you should review the lease assignment clause before submitting your offer. If the lease requires landlord consent — which most commercial leases do — include a closing condition and a termination right in the LOI in case consent is not obtained within 30 days. Ideally, the seller makes a warm introduction to the landlord early in the process so you can gauge their cooperation before you are 45 days into exclusivity with no fallback option.
Most sports training facility deals involving SBA financing include a seller note covering 10–30% of the purchase price. SBA 7(a) lenders typically require the seller note to be on full standby — meaning no principal or interest payments — for the first 24 months if the note is being used to meet the equity injection requirement. Seller notes in this industry typically carry interest rates of 5–7% with 3–5 year terms and are structured as subordinated debt behind the SBA lender. The seller note also serves as an alignment mechanism, giving the seller a financial incentive to support a successful transition.
More Sports Training Facility Guides
More LOI Templates
Get enough diligence data to write a confident LOI from day one.
Create your free accountNo credit card required
For Buyers
For Sellers