The LOI is Where Leverage Moves: What Every Seller Needs to Know w/ Bill Sorenson | This Is M&A
Sep 30, 2026 · 56 min · 13 segments
Most sellers think the Letter of Intent is a formality. Bill Sorenson says it is where leverage starts to move, and most founders never see it coming. In this episode of This Is M&A, Bill Sorenson…
Most sellers think the Letter of Intent is a formality. Bill Sorenson says it is where leverage starts to move, and most founders never see it coming. In this episode of This Is M&A, Bill Sorenson, CEO and Principal of Heritage Capital Group, breaks down why the LOI is the single most important document in any M&A deal, what happens to your leverage the moment you sign, and which terms beyond purchase price must be locked in before you hand over exclusivity. Bill has spent nearly 30 years in middle market investment banking and strategic consulting, leading hundreds of M&A transactions with deal sizes typically ranging from $20 million to $150 million in enterprise value. He is the principal of Heritage Capital Group and sister firm Business Valuation, Inc., and brings a process-improvement lens shaped by time at Deloitte and Fortune 50 consulting to every engagement. In this episode, you will learn: ✔️ Why the LOI, not the purchase agreement, is the most consequential document in the entire deal ✔️ How exclusivity works and exactly what leverage you surrender the moment you sign ✔️ Which provisions beyond purchase price must be negotiated at the LOI stage: earnouts, rollover equity, seller notes, rep and warranty insurance, escrow, and real estate ✔️ Why buyers push hard to get you under LOI fast and how to recognize that pressure for what it is ✔️ How a competitive process produced offers ranging from 3x to 9x on the same business Learn more about Bill Sorenson and Heritage Capital Group: Website: https://heritagecapitalgroup.com https://businessvaluationinc.com/ LinkedIn: https://linkedin.com/in/bill-sorenson-71a6585/ Connect with your host, Steven Monterroso: LinkedIn: https://linkedin.com/in/determined2succeed/ Follow This Is M&A Podcast on LinkedIn: https://linkedin.com/company/this-is-m-a/ Want to become our next guest? Sign up or subscribe: https://sharevault.com/this-is-ma/ Listen now on Apple Podcasts, iHeartRadio and Spotify. #thisismapodcast #mna #letterofintent #exitplanning #middlemarket #sellside #duediligence #privateequity #founders #mergersandacquisitions Chapters 00:00 — Meet Bill Sorenson: Banker, Musician, Knife-Fight Survivor 02:42 — LOI 101: The Deal's Most Critical Doc 04:43 — Exclusivity: Where Your Leverage Disappears 07:48 — Roadmap or Rules of Engagement? 14:16 — Why Buyers Rush You to Sign Fast 20:34 — Terms That Matter More Than Price 27:43 — "Non-Binding" Is a Dangerous Myth 32:25 — Post-LOI: Diligence, Disclosures, Don't Lose Focus 41:17 — Rapid Fire: M&A Myths Busted 44:52 — From Defense Contracting to Middle Market Deals
Most sellers think the Letter of Intent is a formality. Bill Sorenson says it is where leverage starts to move, and most founders never see it coming. In this episode of This Is M&A, Bill Sorenson…
