A practical LOI framework built for the realities of wedding and event firm acquisitions — covering purchase price, earnouts tied to client retention, vendor relationship continuity, and SBA financing mechanics for deals in the $500K–$3M revenue range.
A letter of intent (LOI) in a wedding planning business acquisition is a non-binding agreement that establishes the core deal terms between buyer and seller before the formal purchase agreement is drafted. In this industry, the LOI carries outsized importance because so much of the business value is intangible — embedded in vendor relationships, a founder's personal brand, signed client contracts, and online reputation built over years. Unlike manufacturing or retail acquisitions where hard assets anchor valuation, a wedding planning LOI must address the transferability of soft assets head-on: who owns the client pipeline, how vendor agreements will be assigned, what the seller's post-close role looks like, and how earnout provisions will be calculated against retained bookings. Buyers should treat the LOI as their first opportunity to surface transition risk and propose deal protections. Sellers should read every clause for signals about whether the buyer understands the relationship-driven nature of the business. A well-structured LOI reduces due diligence surprises, aligns expectations on SBA financing timelines, and protects both parties during the 60–120 day period between signed LOI and closing.
Find Wedding Planning Businesses to AcquireParties and Business Identification
Identifies the legal buyer entity, the seller, and the specific business assets or entity being acquired. In wedding planning deals, clarify whether this is an asset purchase or entity acquisition, as most buyers prefer asset purchases to avoid inheriting unknown liabilities from past events or vendor disputes.
Example Language
This Letter of Intent is entered into between [Buyer Name or Buyer Entity LLC], ('Buyer'), and [Seller Legal Name], ('Seller'), with respect to the proposed acquisition of substantially all assets of [Business Legal Name], a wedding planning and event coordination firm operating under the trade name '[DBA Name],' located in [City, State]. The acquisition is contemplated as an asset purchase transaction.
💡 Sellers operating under a well-known DBA or personal brand name should negotiate for the right to retain their personal name for any future non-competing creative or consulting projects. Buyers should confirm that the trade name, domain, and all social media handles — including Instagram, Pinterest, and The Knot profile — are included in the transferred assets list.
Proposed Purchase Price and Valuation Basis
States the total consideration being offered, the valuation methodology used, and how SDE or EBITDA was calculated. Wedding planning businesses typically trade at 2x–3.5x SDE, and the LOI should document the specific SDE figure the offer is based on to prevent disputes during due diligence if financials are restated.
Example Language
Buyer proposes a total purchase price of $[X], representing approximately [2.5x] of Seller's trailing twelve-month Seller's Discretionary Earnings of $[Y], as represented by Seller's financial statements for the periods ending [date]. This purchase price is subject to adjustment following completion of financial due diligence and confirmation of add-backs including owner compensation, personal vehicle expenses, and non-recurring marketing costs totaling approximately $[Z].
💡 Sellers should insist that the LOI clearly lists which add-backs are accepted so they are not renegotiated after exclusivity is granted. Buyers should reserve the right to adjust the purchase price downward if signed client contracts for future events are fewer than represented, or if any key vendor exclusivity agreements are found to be non-transferable during due diligence.
Deal Structure and Payment Terms
Outlines how the purchase price will be funded across equity injection, SBA financing, seller financing, and any earnout component. Wedding planning acquisitions frequently use a layered structure given the intangible asset base and lender conservatism around goodwill-heavy businesses.
Example Language
The proposed purchase price shall be funded as follows: (i) SBA 7(a) loan proceeds of approximately $[X], representing [80%] of the total purchase price; (ii) Buyer equity injection of $[Y], representing [10–15%] of the total purchase price; and (iii) a seller note of $[Z] with a [5]-year amortization at [6%] annual interest, representing [10–15%] of the total purchase price. The seller note shall be subordinated to the SBA lender and shall be on full standby during the SBA loan repayment period per lender requirements.
💡 Sellers should confirm that the seller note terms include a personal guarantee from the buyer and a clear default and cure provision. Buyers using SBA financing should disclose this early and set realistic timeline expectations — SBA 7(a) closings for service businesses typically run 60–90 days post-LOI. Sellers providing seller financing should negotiate for a security interest in the business assets as collateral.
Earnout Provision Tied to Client and Revenue Retention
Defines any contingent payment tied to post-close performance metrics. In wedding planning, earnouts are most commonly structured around retained client bookings or revenue generated from contracts signed before closing. This protects buyers if the seller's client relationships do not transfer as represented.
Example Language
In addition to the base purchase price, Buyer agrees to pay Seller an earnout of up to $[X] payable over [12] months post-closing, calculated as follows: Seller shall receive [20%] of all event revenue collected by the business during the earnout period attributable to client contracts signed prior to the closing date and listed on the Transferred Client Schedule attached hereto as Exhibit A. Earnout payments shall be made quarterly within [30] days following each quarter-end, accompanied by a revenue reconciliation report prepared by Buyer.
💡 Sellers should push for a clearly defined Transferred Client Schedule agreed upon at signing so there is no ambiguity about which clients are included. Buyers should negotiate for an earnout cap and define what constitutes a 'lost' client — for example, a client who cancels or downgrades their package after close due to a vendor issue rather than a relationship transfer failure — to avoid paying earnout on revenue the seller's relationships did not actually deliver.
Seller Transition and Non-Compete Agreement
Specifies the seller's post-close involvement, transition support period, and geographic non-compete restrictions. This is one of the most negotiated sections in wedding planning LOIs because the seller's relationships with venues, photographers, and florists are often the primary value driver.
Example Language
Seller agrees to provide full-time transition support for a period of [90] days immediately following closing and part-time consulting availability for an additional [9] months at a mutually agreed rate of $[X] per month. Seller further agrees to a non-compete covenant for a period of [3] years within a [50]-mile radius of [City, State] prohibiting Seller from operating, consulting for, or holding an ownership interest in any wedding planning, event coordination, or bridal consulting business. Seller shall actively introduce Buyer to all key vendor partners, venue contacts, and referral sources during the transition period.
💡 Sellers should negotiate the consulting rate as a separate line item, not included in the purchase price, and should push to define exactly what 'part-time' means in hours per week to avoid being locked into unpaid obligations. Buyers should ensure the non-compete is enforceable under state law and explicitly covers the seller starting a competing business under a new personal brand, which is a common workaround in personality-driven industries like wedding planning.
Excluded Assets and Assumed Liabilities
Lists any assets the seller retains and any liabilities the buyer agrees to assume. Clarity here prevents disputes over deposits, prepaid vendor contracts, and outstanding client refund obligations.
Example Language
The following assets are expressly excluded from the acquisition and shall be retained by Seller: (i) personal vehicles not used exclusively in business operations; (ii) any personal social media profiles or accounts maintained in Seller's personal name; and (iii) cash on hand and accounts receivable for events completed prior to the closing date. Buyer agrees to assume the following liabilities: (i) client deposits held for events scheduled to occur after the closing date, as listed on the Forward Event Schedule attached hereto as Exhibit B; and (ii) vendor retainer agreements with terms extending beyond the closing date, subject to Buyer's review and written approval of each agreement during due diligence.
💡 Buyers must conduct a thorough review of all client deposits held, as these represent real cash obligations to deliver future services. If deposits are commingled with operating funds rather than held in a dedicated trust or escrow account, this is a red flag requiring negotiation of a deposit reconciliation and potential escrow holdback at closing. Sellers should not assume liability for any post-close event quality disputes once the transition period ends.
Due Diligence Period and Access
Defines the length and scope of the buyer's due diligence investigation, including specific documents and access rights relevant to a wedding planning business.
Example Language
Buyer shall have [45] days following execution of this Letter of Intent to complete due diligence ('Due Diligence Period'). During this period, Seller shall provide Buyer with access to: (i) three years of profit and loss statements, tax returns, and bank statements; (ii) all signed client contracts and deposits held for events scheduled through [date 18 months post-close]; (iii) all vendor agreements, preferred pricing arrangements, and referral partnership documentation; (iv) employee offer letters, compensation records, and independent contractor agreements for all coordinators; (v) CRM or event management software login access for review of active client files; and (vi) online review platform login access for Google Business, The Knot, and WeddingWire profiles.
💡 Sellers should require a signed non-disclosure agreement before granting CRM access or sharing client contract details. Buyers should prioritize reviewing the forward event pipeline during the first week of due diligence — the number and value of signed contracts for future events is the single most important revenue visibility indicator in a wedding planning acquisition and will often determine whether the deal moves forward at the proposed price.
Exclusivity and No-Shop Period
Grants the buyer an exclusive negotiating window during which the seller agrees not to solicit or entertain competing offers.
Example Language
In consideration of Buyer's investment of time and resources in due diligence, Seller agrees to a no-shop period of [60] days from the date of execution of this Letter of Intent, during which Seller shall not solicit, entertain, or accept any offer for the acquisition of the business from any third party. Seller shall promptly notify Buyer of any unsolicited inquiries received during the exclusivity period.
💡 Sellers should resist exclusivity periods longer than 60 days unless the buyer has already demonstrated serious financing capability. Buyers should negotiate for an automatic extension of the exclusivity period if the SBA lender requires additional documentation that delays the process beyond the initial window. Both parties should define in writing what constitutes a breach of the no-shop clause and the remedy — typically the right to terminate without liability rather than a cash penalty in lower middle market deals.
Conditions to Closing
Lists the specific conditions that must be satisfied before the transaction can close. In wedding planning acquisitions, these conditions often include financing approval, key employee retention, and vendor agreement assignment.
Example Language
The closing of this transaction is conditioned upon: (i) Buyer obtaining SBA 7(a) financing approval on terms acceptable to Buyer; (ii) execution of employment or contractor retention agreements with at least [2] key coordinators named in Exhibit C; (iii) written assignment or novation of vendor agreements with the [top 10] preferred vendors listed in Exhibit D, including venue referral agreements with [Venue Names]; (iv) confirmation that no material adverse change has occurred in the business's online review rating, client pipeline, or vendor relationships between LOI execution and closing; and (v) execution of a formal Asset Purchase Agreement containing terms consistent with this Letter of Intent.
💡 Sellers should push back on overly broad 'material adverse change' language and negotiate a specific threshold — for example, a drop of more than [0.5] stars on Google or The Knot, or cancellation of more than [2] signed future client contracts. Buyers should list the specific vendor agreements that are deal-critical so both parties understand what 'non-transferable' means in the context of this transaction before exclusivity is granted.
Confidentiality and Non-Disclosure
Establishes mutual obligations to protect sensitive business information shared during the LOI and due diligence process.
Example Language
Both parties agree to hold all information exchanged in connection with this proposed transaction in strict confidence and to use such information solely for the purpose of evaluating and completing the acquisition. Neither party shall disclose the existence of this Letter of Intent, the proposed purchase price, or any financial or operational information of the business to any third party without the prior written consent of the other party, except as required by law or as necessary to engage legal counsel, accountants, or SBA lenders in connection with this transaction.
💡 Sellers in the wedding planning industry should pay special attention to confidentiality around client identities and vendor relationships — a leaked acquisition can cause immediate cancellations or vendor defections if key partners learn the founder is selling before a transition plan is in place. Consider including a specific provision requiring the buyer to limit disclosure of client lists to only those team members directly involved in due diligence.
Client Pipeline Warranty and Deposit Reconciliation
Sellers should provide a verified schedule of all signed client contracts, deposits received, and projected event revenue for at least 18 months post-close. Buyers should require a representation that this schedule is accurate and negotiate a price adjustment mechanism if contracted events cancel or downgrade before closing, with a clear threshold — for example, if more than 15% of scheduled event revenue is lost between LOI and closing, the buyer may reduce the purchase price or terminate.
Vendor Agreement Assignability
The value of a wedding planning business is substantially embedded in preferred vendor relationships with venues, photographers, caterers, florists, and entertainment providers. Buyers should require a list of the top 10–15 vendor relationships ranked by referral volume during due diligence, with confirmation from each vendor — ideally in writing — that they will maintain the relationship under new ownership. If key venue referral agreements are personal to the seller and non-transferable, this must be reflected in a purchase price adjustment.
Earnout Calculation Methodology and Dispute Resolution
Earnout provisions in wedding planning deals are only as good as the measurement methodology behind them. Negotiate a clear definition of 'earnout-eligible revenue,' a specific accounting method for tracking it, quarterly reporting obligations, and a dispute resolution process — ideally binding arbitration with a neutral accountant — to resolve disagreements without expensive litigation.
Key Employee Retention as a Closing Condition
If the business has one or more experienced coordinators who independently manage client relationships, their continued employment post-close is a material value driver. Buyers should negotiate for signed offer letters or contractor agreements with key staff as a condition to closing — not just a best-efforts obligation — and consider a retention bonus funded from the seller's earnout to align incentives.
Seller Non-Compete Scope and Carve-Outs
Non-compete agreements in wedding planning must be carefully scoped to account for the founder's desire to continue any personal creative work such as blogging, speaking, or teaching — activities that do not directly compete but could allow the seller to rebuild a competing client base over time. Negotiate specific carve-outs for permitted activities and define the geographic radius based on where the business actually generates its clients, not just its legal address.
Online Reputation and Social Media Profile Transfer
A wedding planning business's Google Business profile, The Knot listing, WeddingWire profile, and Instagram account can represent years of review accumulation and SEO equity. Confirm in the LOI that all business-branded profiles are included in the asset transfer and negotiate a specific clause requiring the seller to transfer admin access to all platforms at or before closing, with representations that no reviews have been removed or manipulated in the 12 months prior to closing.
SBA Standby Requirements on Seller Note
When seller financing is combined with SBA 7(a) debt, the SBA will typically require the seller note to be on full standby — meaning no principal or interest payments — for the first 24 months of the SBA loan term. Sellers should understand this before agreeing to seller financing as part of the deal structure, and both parties should negotiate the seller note terms with full knowledge of standby requirements to avoid renegotiation at the bank's request during underwriting.
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Enough information to write a strong LOI on day one — free to join.
In most cases, an LOI is not fully binding — it establishes deal intent and key terms but does not obligate either party to close. However, specific provisions within the LOI are typically binding, including the confidentiality clause, the no-shop or exclusivity period, and any cost-sharing arrangements for due diligence expenses. Given the sensitivity of client and vendor information in a wedding planning business, buyers and sellers should treat the LOI's confidentiality provisions as fully enforceable from the moment of signing and have an attorney review the document before execution.
From offer to signed LOI, most wedding planning deals take 2–4 weeks, depending on how quickly both parties align on price, earnout structure, and transition terms. The LOI then triggers a due diligence period of 30–60 days, followed by a formal purchase agreement drafting period of 2–4 weeks, and SBA loan closing of an additional 30–60 days. Total timeline from signed LOI to close typically runs 90–120 days for SBA-financed transactions. Sellers should avoid booking new clients or signing multi-year vendor commitments during this window without disclosing them to the buyer.
Sellers should have three years of profit and loss statements with personal add-backs clearly documented, three years of business tax returns, 12 months of business bank statements, and a current balance sheet showing any liabilities the buyer will need to assess. Specific to wedding planning, sellers should also prepare a forward event schedule showing all signed contracts, deposit amounts held, and projected event revenue by quarter for the next 12–18 months. This pipeline document is often the deciding factor in whether a buyer submits an LOI and at what price.
An earnout is a contingent payment the seller receives after closing, tied to the business meeting specific performance targets. In wedding planning acquisitions, earnouts are most commonly structured around retained client revenue — meaning the seller receives a percentage of event fees collected from clients whose contracts were signed before closing. A typical structure might offer the seller 15–25% of event revenue attributable to pre-close contracts collected during the first 12 months post-closing. Earnouts protect buyers if the seller's personal relationships do not transfer cleanly, while still rewarding sellers if their client base remains loyal to the business under new ownership.
Yes, wedding planning businesses with documented SDE, at least two to three years of operating history, and a transferable client base are generally SBA 7(a) eligible. The LOI should explicitly state that the buyer intends to use SBA financing and include an SBA financing contingency that allows the buyer to terminate without penalty if financing is not approved on acceptable terms. This protects both parties and sets realistic timeline expectations. Sellers should be aware that SBA underwriters will scrutinize owner dependency heavily — a business where the seller is the sole contact for all clients and vendors will face more difficulty qualifying than one with a trained coordinator team in place.
If the acquisition does not close after an LOI is signed, all signed client contracts remain the property and obligation of the seller. The business continues operating as normal, and the seller retains full responsibility for delivering on those events. However, if the seller disclosed the pending acquisition to clients or vendors during due diligence — which should be avoided unless both parties agree it is necessary — there may be relationship damage to manage. This is why confidentiality provisions in the LOI are critical: they protect the seller's ability to continue operating the business as a going concern if the deal falls through.
The non-compete scope, duration, and geographic restrictions should be negotiated and included in the LOI — not deferred to the purchase agreement. In wedding planning, a non-compete dispute discovered late in the process is one of the most common reasons deals collapse after significant time and money have been spent on due diligence and legal fees. Sellers who intend to continue teaching wedding planning, consulting for venues, or writing about the industry should negotiate specific carve-outs in the LOI before granting exclusivity, so both parties enter due diligence with aligned expectations.
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