A practical LOI framework built for camp acquisitions — covering purchase price, real estate structure, enrollment-based earnouts, and the seasonal timing nuances that make camp deals unique.
Acquiring a summer camp business involves considerations that go well beyond a standard business purchase. Unlike year-round service businesses, camps generate most of their revenue in 8 to 10 weeks, carry significant real estate and facility assets, and depend heavily on trust built with families over years or decades. A well-crafted Letter of Intent for a camp acquisition must address not only price and structure, but also how real estate will be handled, how enrollment continuity will be protected post-close, and how the seller's transition will be timed around the program calendar. This LOI template and guide provides section-by-section language and negotiation guidance specific to overnight camps, day camps, and specialty program camps in the $1M to $5M revenue range.
Find Summer Camp Business Businesses to AcquireParties and Camp Identification
Identify the buyer and seller entities, the legal name of the camp business, and whether the acquisition includes the operating company, the real property, or both. Many camp deals involve separate entities for the operating business and the land or facilities.
Example Language
This Letter of Intent is entered into between [Buyer Name or Entity] ('Buyer') and [Seller Name or Entity] ('Seller') regarding the proposed acquisition of [Camp Name], a [state] [entity type] operating a [residential/day/specialty] summer camp program located at [property address]. The transaction as currently contemplated includes the purchase of substantially all operating assets of the camp business and, subject to further negotiation, the underlying real property at [address] currently owned by [Seller or Affiliated Entity].
💡 If the real estate is held in a separate LLC from the operating business, clarify upfront whether both are included in the transaction or whether the buyer will lease the land from a seller-retained entity. This distinction affects SBA eligibility, total purchase price, and ongoing fixed cost structure. Get this defined before due diligence begins.
Proposed Purchase Price and Valuation Basis
State the total proposed purchase price, the valuation methodology used, and how the price is allocated between the operating business goodwill and the real property. Summer camp multiples typically range from 3x to 5.5x SDE or EBITDA, with real estate valued separately via appraisal.
Example Language
Buyer proposes a total purchase price of $[X], comprised of approximately $[Y] attributable to the operating business assets and goodwill (representing a multiple of approximately [X.X]x Seller's Discretionary Earnings of $[Z] for the trailing twelve months ended [date]), and approximately $[W] attributable to the real property and improvements at [address], subject to an independent appraisal to be obtained during due diligence. The final allocation between operating assets and real estate will be subject to mutual agreement and lender requirements.
💡 Buyers should anchor the operating business multiple to documented, normalized SDE — stripping out owner perks, one-time expenses, and any personal use of camp facilities. Sellers often inflate value by blending real estate appreciation into business goodwill. Keeping these two valuations separate gives both parties and lenders clarity and avoids financing complications with SBA 7(a) lenders who treat real estate and business value differently.
Transaction Structure and Asset vs. Entity Purchase
Specify whether the deal is structured as an asset purchase or equity purchase, and identify which assets are included. Most camp acquisitions are structured as asset purchases to allow buyers to step up basis and avoid inheriting unknown liabilities.
Example Language
The proposed transaction is structured as an asset purchase, in which Buyer will acquire substantially all assets of the Camp business including but not limited to the camp name and trademarks, enrollment lists and camper contact database, website and social media accounts, curriculum and program materials, furniture fixtures and equipment, vehicles, watercraft, and all assignable vendor and supplier contracts. Buyer will not assume liabilities of Seller except for those specifically enumerated in the definitive Asset Purchase Agreement, including prepaid tuition deposits for the [Year] season if closing occurs prior to [date].
💡 Pre-paid camper tuition is one of the most important liability items in a camp deal. If the camp has already collected deposits for the upcoming season at the time of closing, clarify who retains those funds and who bears the obligation to deliver the program. Buyers absorbing pre-paid tuition should negotiate a corresponding purchase price credit equal to the deposit balance assumed.
Real Estate and Facility Structure
Address how the real property will be handled — whether included in the purchase, separated into a landlord entity, or leased back to the operating business from the seller. Include zoning, land use permits, and state camp licensing as conditions of closing.
Example Language
The real property located at [address], comprising approximately [X] acres and including [describe key structures: main lodge, cabins, dining hall, waterfront, sports fields, etc.], is proposed to be [included in the acquisition at a price of approximately $[W] / separated into a landlord entity to be owned by Buyer and leased to the operating company at a rate of $[X] per year / leased from Seller for an initial term of [X] years with [X] renewal options at [terms]]. Closing is conditioned upon Buyer's confirmation that all state camp operating licenses, health department permits, zoning approvals, and facility use rights are current, transferable, and free of outstanding violations.
💡 State camp licensing and health permits are non-negotiable preconditions to operating. Buyers should confirm that licenses are in the seller's entity name, understand the transfer or re-application process in the relevant state, and build adequate timeline into the closing schedule. Some states require new owner background checks and facility re-inspections before issuing a license to a new operator — this can take weeks.
Earnout and Enrollment Contingency
Define any earnout provisions tied to post-close enrollment performance, which are common in camp deals due to the risk that enrollment declines when ownership changes. Earnouts are typically structured over one to two post-sale seasons.
Example Language
Of the total purchase price of $[X], up to $[Y] (representing approximately [15–25]% of total consideration) will be payable as an earnout contingent on enrollment performance in the [Year 1] and [Year 2] operating seasons following close. The earnout will be calculated as follows: Buyer will pay Seller $[Z] if total enrolled camper-weeks in Year 1 equal or exceed [X]% of the average camper-weeks enrolled in the [two/three] seasons preceding close; an additional $[Z] will be payable if Year 2 enrollment meets or exceeds the same threshold. Seller's cooperation in the transition, including staff introductions, parent communications, and agreed participation in a re-enrollment campaign, is a condition of earnout eligibility.
💡 Enrollment earnouts are fair to both parties when structured correctly but become contentious if the metrics are vague or the seller's cooperation obligations are not documented. Define camper-weeks precisely — a camper enrolled in two sessions counts as two camper-weeks. Specify what enrollment records will be used for verification, and require Seller to sign re-enrollment letters and participate in at least one parent communication event as a condition of earnout eligibility.
Seller Financing and Payment Terms
Outline any seller financing component, which is common in camp acquisitions at 10 to 20% of purchase price, often structured as a note with a 3 to 5 year term tied to successful enrollment transitions.
Example Language
Seller agrees to carry a promissory note in the amount of $[X], representing approximately [10–20]% of the total purchase price, at an interest rate of [6–8]% per annum, with monthly payments amortized over [5] years and a balloon payment due at the end of year [3/5]. The seller note will be subordinated to any SBA or senior lender financing obtained by Buyer. Seller financing is contingent on Buyer securing senior debt financing satisfactory to Buyer no later than [X] days following the execution of the definitive purchase agreement.
💡 Sellers in camp deals are often motivated to carry paper because it signals confidence in the transition and gives buyers the liquidity headroom needed to manage the off-season cash gap in Year 1. SBA lenders will require seller notes to be on full standby for a period of typically 24 months. Confirm this restriction early so all parties understand the seller will not receive note payments during the standby period.
Due Diligence Period and Access
Establish the scope and duration of due diligence, including access to financial records, enrollment data, facilities, staff, insurance history, and licensing documentation specific to camp operations.
Example Language
Buyer shall have [45–60] days from the date of mutual execution of this LOI to complete due diligence. Seller agrees to provide Buyer with reasonable access to: (i) three to five years of financial statements, tax returns, and monthly cash flow records; (ii) enrollment history including session fill rates, camper-week counts, repeat enrollment rates, and waitlist data; (iii) all current and prior state camp operating licenses, health permits, and any inspection reports or violation notices; (iv) insurance policies including general liability, abuse and molestation coverage, property, and umbrella policies, along with a five-year claims history; (v) all staff employment records, background check documentation, and counselor-to-camper ratio records; (vi) a facility inspection by Buyer's chosen inspector or engineer; and (vii) interviews with key program staff, subject to Seller's reasonable confidentiality requirements.
💡 Abuse and molestation insurance coverage and claims history is the single most sensitive due diligence item in a camp acquisition. Buyers must obtain the actual policy documents — not just declarations pages — and review the claims history in detail. A single unresolved claim or coverage gap can make a deal unfinanceable. This review should involve an insurance advisor experienced with youth-serving organizations.
Exclusivity and No-Shop Period
Define the exclusivity period during which the seller agrees not to solicit or entertain competing offers, giving the buyer protected time to complete due diligence and finalize financing.
Example Language
In consideration of Buyer's commitment to pursue this transaction in good faith and the costs associated with due diligence, Seller agrees to a [45–60] day exclusivity period commencing on the date of mutual execution of this LOI, during which Seller will not solicit, encourage, or enter into negotiations with any other prospective buyer regarding the sale of the Camp business or the real property. This exclusivity period may be extended by mutual written agreement if due diligence is ongoing and proceeding in good faith.
💡 Sellers with strong enrollment demand and waitlists sometimes resist long exclusivity windows, particularly if the LOI is signed close to the re-enrollment season. A 45-day exclusivity period is reasonable for most camp deals. If a seller pushes back, consider offering a modest breakup fee payable by the seller if they accept a competing offer during the exclusivity window.
Closing Conditions and Timing
Identify key conditions that must be satisfied before closing, including financing, licensing transfer, real estate title clearance, and timing relative to the camp operating calendar.
Example Language
Closing of the proposed transaction is subject to satisfaction of the following conditions: (i) Buyer obtaining senior debt financing satisfactory to Buyer in its reasonable discretion; (ii) confirmation that all state camp operating licenses and health permits are transferable to Buyer or that new licenses can be obtained prior to the commencement of the [Year] season; (iii) delivery of a clean title commitment for the real property free of material encumbrances; (iv) completion of a satisfactory facility inspection with no material unresolved safety deficiencies; (v) execution of a transition services agreement with Seller covering a minimum [60–90] day post-close transition period; and (vi) no material adverse change in enrollment bookings or staffing between the date of this LOI and closing. The parties agree to target a closing date of [Month/Day, Year], which is intended to occur no later than [60–90 days] prior to the commencement of the first post-closing operating season.
💡 Timing is critical in camp acquisitions. Closing too close to the start of the season leaves the new owner no runway to communicate with families, re-enroll returning campers, or hire and orient staff. Ideally, close in the fall or early winter so the buyer has a full enrollment cycle before operating the camp for the first time. If a spring close is unavoidable, build in a detailed transition services agreement covering re-enrollment outreach and staff hiring.
Confidentiality and Non-Disclosure
Confirm that the LOI itself and all information exchanged during due diligence are governed by confidentiality obligations, protecting the seller's enrollment relationships, staff, and competitive position.
Example Language
Both parties acknowledge that the terms of this LOI and all information shared in connection with due diligence are confidential and subject to the terms of the Non-Disclosure Agreement executed by the parties on [date]. Buyer agrees not to contact Seller's staff, camper families, or community partners directly without Seller's prior written consent during the due diligence period. Seller acknowledges that Buyer may need to engage legal counsel, financial advisors, and lenders in connection with the transaction and that sharing information with such advisors under confidentiality obligations is permitted.
💡 Direct contact with camp families or staff before closing is a significant reputational risk for the seller. Buyers should respect this boundary and route all third-party inquiries through the seller or a mutually agreed intermediary. Violating this norm — even inadvertently — can damage the trust that is essential to a successful post-close enrollment transition.
Real Estate Inclusion and Valuation
Whether the real property is included in the transaction and how it is valued relative to the operating business is one of the most consequential negotiation points in any camp deal. Buyers should insist on a separate independent appraisal of the real estate rather than accepting a blended price. Sellers who own appreciated property may push to include it at assessed value; buyers should anchor to a licensed MAI appraisal. The decision to include real estate in the operating entity or separate it into a landlord LLC has major implications for SBA financing eligibility and long-term cost structure.
Enrollment-Based Earnout Structure
The size, duration, and measurement methodology of any enrollment earnout requires careful drafting. Buyers want earnouts tied to objective camper-week counts that can be independently verified from registration software. Sellers want protection against buyer actions that could depress enrollment — for example, price increases, program changes, or failure to invest in marketing. Both parties benefit from clearly defining what constitutes an enrolled camper-week, what records will govern the calculation, and what obligations each party has during the earnout period to support enrollment retention.
Pre-Paid Tuition Deposit Treatment
Camps often collect significant tuition deposits six to twelve months before the season begins. If a transaction closes after deposit collection has started, the buyer must understand whether those liabilities are being assumed and whether the purchase price is being credited accordingly. A camp with $300,000 in pre-collected deposits represents a meaningful obligation to deliver programming — one that must be explicitly allocated between buyer and seller in the LOI and purchase agreement.
Seller Transition Obligations
The founder or director of a summer camp often is the brand. Families re-enroll because of trust in that person. Negotiating a meaningful transition period — including seller introductions to families, joint re-enrollment communications, and staff handoffs — is as important as price. Buyers should push for a 90 to 180 day paid transition period with specific deliverables, including participation in a parent open house or re-enrollment event. Sellers should negotiate compensation and a defined end date for their transition obligations.
State Licensing Transfer and Timeline
Summer camp operating licenses are issued by state agencies — typically departments of health or social services — and are not automatically transferable to a new owner. The process for re-licensing under new ownership varies by state and can take weeks to months. Both parties must understand the licensing timeline in the specific state before agreeing to a closing date. Failure to have a license in place before the season opens is an existential operational risk. This condition should be explicitly included as a closing condition with a drop-dead date.
Find Summer Camp Business Businesses to Acquire
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Summer camp businesses typically sell for 3x to 5.5x Seller's Discretionary Earnings or EBITDA, with the real estate valued separately via an independent appraisal. Camps with strong repeat enrollment above 70%, owned real estate, diversified revenue from off-season rentals or retreats, and documented operating systems command multiples at the higher end of that range. Camps with declining enrollment, deferred maintenance, or heavy key-person dependency trade at the lower end or struggle to attract qualified buyers.
The LOI should explicitly address real estate from the outset because this affects total deal size, SBA financing structure, and ongoing cost basis for the buyer. If the seller owns the land and facilities, the LOI should state whether real estate is included in the purchase, separated into a landlord entity with a lease-back to the operating business, or retained by the seller under a long-term lease. Getting this clarified in the LOI prevents major structural disagreements from surfacing after due diligence begins.
Earnouts in camp deals typically represent 15 to 25% of the total purchase price and are tied to camper enrollment metrics — usually total camper-weeks enrolled — in the first one or two post-closing operating seasons. The logic is straightforward: enrollment may decline if families do not trust or connect with the new owner, so the seller's full payout is contingent on demonstrating that the transition preserved the camp's enrollment base. Earnouts should define the enrollment metric precisely, specify what records govern the calculation, and include explicit obligations for both the seller to support the transition and the buyer not to take actions that artificially depress enrollment.
The five most important due diligence areas in a camp acquisition are: (1) enrollment history including session fill rates, repeat camper rates, and waitlist data over three to five years; (2) state camp operating licenses, health permits, and any violation history; (3) abuse and molestation insurance coverage and full claims history for five or more years; (4) real estate title, zoning, easements, and any environmental concerns on the property; and (5) staff retention and background check compliance. A buyer who thoroughly investigates these five areas will understand both the quality of the business and the risks they are assuming.
The ideal closing window for a summer camp acquisition is September through January — after the prior season has closed and before active re-enrollment for the next season begins. This gives the new owner time to complete due diligence and financing, communicate with families before they make enrollment decisions, participate in re-enrollment outreach with the seller, onboard and orient key staff, and address any facility issues before the season opens. Closing in March or April is workable but stressful. Closing in May or June — during active programming — creates significant operational risk and is rarely advisable for a first-time camp operator.
Yes. Seller financing is a standard component of camp acquisitions, typically representing 10 to 20% of the total purchase price in the form of a promissory note at 6 to 8% interest with a three to five year term. Sellers carry paper for several reasons: it helps bridge valuation gaps, demonstrates their confidence in the transition, and is often required by SBA lenders who want sellers to have continued economic stake in the success of the business. Buyers should be aware that SBA 7(a) loans require seller notes to be on full standby — meaning no payments to the seller — for typically the first 24 months of the loan.
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