In a complete M&A process, the Letter of Intent (LOI) is the piece that transforms a negotiation “of interest” into a pathway to closing, setting the scope of the transaction, the “how” of the price, the work plan, and the rules of the game. In this case, the LOI was structured for the purchase of 100% of the capital through an initial entry and subsequent mechanisms, making it clear that the document organized the process, but that certain obligations (such as exclusivity, confidentiality, costs, and due diligence framework) should be binding.

What made the negotiation especially demanding was the typical clash of “red lines”: the selling party wanted to ensure a minimum value consistent with the market, while the buyer set a multiple ceiling per tranche. That point, which often stalls operations for weeks, was addressed as a design problem (not a blockage): a structural solution was put on the table that would allow both red lines to be respected without breaking the economic logic. There were certain typical “deal-breakers” and a fixed and variable payment architecture was proposed to “close the deal in a way that was positive for both parties.”

This is where martinsdelima shines in financial consulting applied to M&A: we convert a valuation discussion into measurable and defensible contractual mechanisms. Instead of just discussing a number, a staggered structure was promoted with reciprocal purchase/sale rights (put/call), so that the advancement of participation was linked to milestones and operational evolution, and not to a permanent renegotiation. The final LOI reflects this tranche and option approach, in addition to preserving the coherence of the transaction scope.

martinsdelima’s methodology in this phase was based on three pillars:

(i) risk map (what can break the agreement and how it is mitigated),

(ii) incentive design (what makes both parties want to continue moving forward), and

(iii) governance of the “day after” (how the company is managed during the transition period).

Therefore, the LOI was not limited to price and schedule: it incorporated a robust scheme of corporate governance, reserved matters, budget, and reporting, in addition to rules on transfers, lock-up, and preference rights. This reduces friction in the due diligence and prevents the SPA from becoming a battlefield.

In parallel, execution was shielded: confirmatory due diligence with data room and specific sessions, and a clear framework for negotiating the final documents (Investment/Share Purchase and Stakeholders), along with exclusivity to protect the effort of both parties and avoid last-minute “auctions”. That set of clauses is what makes the difference between a “nice” LOI and an LOI that is operational, enforceable, and closure-oriented.

And how was an excellent resolution reached? Not by giving in, but by reframing: given the tension of the multiple, martinsdelima promoted alternatives that increased the potential value without distorting the income statement, such as compensation/return formulas linked to results (without “inflating” EBITDA) and mechanisms for alignment with the performance of the buying group. This creativity, added to documentary discipline and technical negotiation, allowed us to go from “deal-breakers” to a signable final text, where value, management, and the path to 100% were protected.