Using Pre-IPO Stock
Strategic Deal Structure Using Pre-IPO Stock
Unlock Full Value—Plus a Bonus Stake in the Future
Here’s how we deliver more than just a sale:
- Two Escrows, One Seamless Transaction
- Escrow 1: Delivers 100% of your listed price in cash—no discount, no negotiation.
- Escrow 2: Simultaneously provides you with the funds to purchase pre-IPO stock in our holding company.
- Your Bonus: A 10% Premium in Equity
- You receive a 10% equity bonus in a fast-scaling company executing a national rollup strategy.
- This stock is pre-IPO, meaning you’re positioned for potential upside as we prepare for public market entry.
- Why This Works for Everyone
- Lenders require a 10% down payment from the buyer—we meet that requirement through this structure.
- You, the seller, get full cash value plus a stake in the future—without spending a dime.
- We, the buyer, align incentives and build momentum toward a scalable exit.
Bottom Line: You walk away with full cash value and a premium equity position in a company designed to multiply valuation. It’s not just a transaction—it’s a strategic partnership.
Letter of Intent
This Letter of Intent (“LOI”) sets forth the preliminary terms and conditions under which Winthrop Capital Group, LLC, located at 1901 S Meridian Road, Apache Junction, AZ 85120 (“Buyer”), intends to acquire the following businesses from Tyler Wittman (“Seller”):
- Stone Haven Auto Sales, LLC – 1057 N Elm Place
- Quality Value Auto Sales – 4640 South Memorial Drive, Tulsa, OK 74145
- Stone Haven Capital, LLC – 59378 N 2140 Road, Vici, OK 73859
Purchase Price
The total purchase price for the combined acquisition shall be $19,965,000.00, subject to final underwriting and due diligence.
Escrow Structure
Funds will be deposited into escrow and released upon closing. The Buyer will provide full payment through escrow upon satisfaction of all closing conditions.
Contingencies
- Transaction is contingent upon approval by Buyer’s lender and successful completion of underwriting.
- Buyer and Seller agree to cooperate in providing all documentation reasonably requested by the lender.
Closing Timeline
The expected closing date shall be 60 days from the submission of 100% of the documentation requested by the lender.
Non-Binding Nature
This LOI is intended to outline the parties’ mutual intent and does not constitute a binding agreement. A formal purchase agreement will be executed upon satisfaction of the above conditions.
Signed:
Tyler Wittman
Seller
Winthrop Capital Group, LLC
Buyer
Cash Stock Strategy Calculator
Stock Subscription Agreement
This Stock Subscription Agreement (“Agreement”) is entered into by and between {{SellerName}} (“Subscriber”), and {{BuyerEntity}}, located at {{BuyerAddress}} (“Company”).
1. Subscription
The Subscriber hereby agrees to purchase shares of common stock in {{BuyerEntity}} at a purchase price of $1.00 per share, for a total subscription amount of $.
2. Payment
Payment shall be made via Escrow 2, to be released upon successful closing of the acquisition of the following entities:
- {{Business1}} – {{Address1}}
- {{Business2}} – {{Address2}}
- {{Business3}} – {{Address3}}
3. Issuance of Shares
Upon release of funds from Escrow 2, the Company shall issue the subscribed shares to the Subscriber as part of its Pre-IPO offering. Shares shall be recorded in the Company’s official ledger and delivered in accordance with applicable securities laws.
4. Representations
The Subscriber affirms that they are acquiring the shares for investment purposes and not with a view to resale or distribution, and acknowledges the speculative nature of Pre-IPO equity.
5. Closing
This Agreement shall become effective upon execution by both parties and release of funds from Escrow 2.
Signed:
{{SellerName}}
Subscriber
{{BuyerEntity}}
Issuer
Letter of Intent
This Letter of Intent (“LOI”) sets forth the preliminary terms and conditions under which Winthrop Capital Group, LLC, located at 1901 S Meridian Road, Apache Junction, AZ 85120 (“Buyer”), intends to acquire the following businesses from Tyler Wittman (“Seller”):
- Stone Haven Auto Sales, LLC – 1057 N Elm Place
- Quality Value Auto Sales – 4640 South Memorial Drive, Tulsa, OK 74145
- Stone Haven Capital, LLC – 59378 N 2140 Road, Vici, OK 73859
Purchase Price
The total purchase price for the combined acquisition shall be $19,965,000.00, subject to final underwriting and due diligence.
Escrow Structure
Funds will be deposited into escrow and released upon closing. The Buyer will provide full payment through escrow upon satisfaction of all closing conditions.
Contingencies
- Transaction is contingent upon approval by Buyer’s lender and successful completion of underwriting.
- Buyer and Seller agree to cooperate in providing all documentation reasonably requested by the lender.
Closing Timeline
The expected closing date shall be 60 days from the submission of 100% of the documentation requested by the lender.
Non-Binding Nature
This LOI is intended to outline the parties’ mutual intent and does not constitute a binding agreement. A formal purchase agreement will be executed upon satisfaction of the above conditions.
Signed:
Tyler Wittman
Seller
Winthrop Capital Group, LLC
Buyer
Stock Subscription Agreement
This Stock Subscription Agreement (“Agreement”) is entered into by and between Tyler Wittman (“Subscriber”), and Winthrop Capital Group, LLC, located at 1901 S Meridian Road, Apache Junction, AZ 85120 (“Company”).
1. Subscription
The Subscriber hereby agrees to purchase 1,815,000 shares of common stock in Winthrop Capital Group, LLC at a purchase price of $1.00 per share, for a total subscription amount of $1,815,000.00.
2. Payment
Payment shall be made via Escrow 2, to be released upon successful closing of the acquisition of the following entities:
- Stone Haven Auto Sales, LLC – 1057 N Elm Place
- Quality Value Auto Sales – 4640 South Memorial Drive, Tulsa, OK 74145
- Stone Haven Capital, LLC – 59378 N 2140 Road, Vici, OK 73859
3. Issuance of Shares
Upon release of funds from Escrow 2, the Company shall issue the subscribed shares to the Subscriber as part of its Pre-IPO offering. Shares shall be recorded in the Company’s official ledger and delivered in accordance with applicable securities laws.
4. Representations
The Subscriber affirms that they are acquiring the shares for investment purposes and not with a view to resale or distribution, and acknowledges the speculative nature of Pre-IPO equity.
5. Closing
This Agreement shall become effective upon execution by both parties and release of funds from Escrow 2.
Signed:
Tyler Wittman
Subscriber
Winthrop Capital Group, LLC
Issuer
Stock Subscription Agreement
This agreement confirms that Tyler Wittman agrees to purchase 1,649,999.9 shares of Winthrop Capital Group, LLC at $1.00 per share, totaling $1,649,999.90. Funds will be held in Escrow 2 and released upon closing of the acquisition of Stone Haven Auto Sales, Quality Value Auto Sales & Stone Haven Capital, LLC. Winthrop Capital Group, LLC agrees to issue said shares as part of its Pre-IPO offering.
🧭 Why Sellers Choose Our LOI Over the Broker’s Buddy
Presented by Winthrop Capital & Deal Street Dynamics
💰 Full Listing Price—No Discount, No Negotiation
Our LOI delivers 100% of your listing price in cash. No haggling. No haircut. Just full value at closing.
🎁 Bonus Equity in a Fast-Scaling Company
In addition to your full cash payout, you receive a 10% equity bonus in Winthrop Capital Group—our parent company executing a national rollup strategy. This stock is pre-IPO, positioning you for potential upside as we prepare for public market entry.
🧠 Lender-Approved Structure
Our structure is backed by a clean loan application that includes:
Your full listing price
A 10% equity bonus allocated to you in stock
A 10% down payment from the buyer, satisfying lender requirements
A 90% lender-funded portion, matching your full cash payout
🔄 Two Escrows, One Seamless Transaction
Escrow 1: Delivers full cash payout
Escrow 2: Allocates Pre-IPO stock purchase No friction. No creative financing. Just clean execution.
🧱 Strategic Partnership, Not Just a Sale
You walk away with full value and a stake in the future. Other LOIs may offer cash only. We offer cash plus equity in a company designed to multiply valuation.
🔥 Broker Rebuttal Script
“You’re being offered full listing price, plus a premium equity stake in a company preparing for IPO. That’s not just a sale—it’s a legacy play. Your broker’s friend might offer cash, but we’re offering cash plus a seat at the table.”