Enter the Listing Price Input the seller’s asking price into the calculator.
Review the Down Payment The calculator shows the 10% cash down payment required to meet lender standards. This ensures the seller receives immediate liquidity.
Apply the Stock Option Injection The calculator adds an 11.14% stock option injection, which represents the 10% bonus in pre‑IPO stock options granted to the seller.
This bonus is structured as equity participation in Winthrop’s pre‑IPO pool.
It rewards the seller beyond the cash payout, aligning them with long‑term growth.
Confirm the Total Loan Application The calculator displays the total loan amount (listing price + stock injection). This is the financing package you present to lenders.
Deal Structure Summary
Seller receives full cash price for the business at closing.
Seller also receives a 10% bonus in pre‑IPO stock options, creating upside beyond the sale.
Buyer leverages the loan + system equity ladder to secure the acquisition.
When presenting this to sellers, emphasize:
Immediate liquidity (full cash price paid).
Future upside (bonus stock options).
Credibility filter (deal structured through a proven system, not a risky startup).
[Date]
[Seller Name] [Seller Company Name] [Seller Address]
Re: Letter of Intent for Asset Purchase
Dear [Seller Name],
This Letter of Intent (“LOI”) sets forth the preliminary terms under which Winthrop Capital Group (“Buyer”) proposes to acquire substantially all of the assets of [Seller Company Name] (“Seller”).
1. Transaction Structure Buyer will acquire substantially all operating assets of Seller, including goodwill, intellectual property, customer contracts, equipment, and inventory, but excluding cash on hand, personal assets, and any liabilities not expressly assumed.
2. Purchase Price The purchase price shall be $[amount], payable in cash at closing, subject to customary adjustments for working capital, accounts receivable, and assumed liabilities.
3. Assumed Liabilities Buyer will assume only those liabilities expressly identified in the definitive Asset Purchase Agreement, including certain trade payables and contractual obligations necessary for ongoing operations.
4. Due Diligence Buyer shall have a period of [30–60 days] to conduct financial, legal, and operational due diligence.
5. Definitive Agreement The parties agree to negotiate in good faith a definitive Asset Purchase Agreement consistent with the terms herein.
6. Confidentiality Both parties agree to maintain confidentiality regarding this LOI and all related discussions.
7. Non-Binding Effect Except for Sections 4 and 6, which are binding, this LOI is non-binding and intended solely as a basis for negotiation.
Sincerely,
Winthrop Capital Group
Acknowledged and Agreed:
[Seller Name]
[Date]
[Seller Name] [Seller Company Name] [Seller Address]
Re: Letter of Intent for Stock Purchase
Dear [Seller Name],
This Letter of Intent (“LOI”) sets forth the preliminary terms under which Winthrop Capital Group (“Buyer”) proposes to acquire all of the issued and outstanding shares of [Seller Company Name] (“Seller”).
1. Transaction Structure Buyer will acquire 100% of the issued and outstanding stock of Seller, thereby assuming ownership of all assets and liabilities of the company.
2. Purchase Price The purchase price shall be $[amount], payable in cash at closing, subject to customary adjustments for working capital and debt obligations.
3. Representations and Warranties Seller shall provide customary representations and warranties regarding corporate authority, financial statements, absence of undisclosed liabilities, and compliance with laws.
4. Due Diligence Buyer shall have a period of [30–60 days] to conduct financial, legal, and operational due diligence.
5. Definitive Agreement The parties agree to negotiate in good faith a definitive Stock Purchase Agreement consistent with the terms herein.
6. Confidentiality Both parties agree to maintain confidentiality regarding this LOI and all related discussions.
7. Non-Binding Effect Except for Sections 4 and 6, which are binding, this LOI is non-binding and intended solely as a basis for negotiation.
Sincerely,
Winthrop Capital Group
Acknowledged and Agreed:
[Seller Name]