What Questions to Ask PE Buyers Before Signing a Letter of Intent in 2026
Ashley-Kincaid | July 2, 2026
Signing a Letter of Intent (LOI) is a major milestone when selling your CPA firm — but it’s also the point where many sellers lock in terms that are difficult to change later. Asking the right questions before signing can protect your interests, clarify expectations, and help you choose the best buyer. As specialists in CPA firm M&A with a proprietary database of over 60,000 firms and strategic relationships with PE and CPA firm buyers that are unique in the industry, Ashley-Kincaid helps sellers navigate this critical stage with confidence.
Related: Understanding the Private Equity Fund Lifecycle: Strategic Timing for CPA Firm Sellers in 2026
Why Questions Before the LOI Matter
The LOI is far more than a preliminary document — it often sets the framework for the final purchase agreement, including price, structure, contingencies, and key protections. Once signed, many terms become difficult to renegotiate without losing momentum or leverage. PE buyers are highly sophisticated negotiators who have completed dozens of transactions.
Asking targeted questions early reveals their true intentions, fund status, investment thesis, post-deal integration philosophy, and risk tolerance. This information can dramatically affect your net proceeds, risk exposure, post-sale role, and long-term wealth creation. Sellers who ask the right questions before signing the LOI consistently achieve better terms, avoid unpleasant surprises during due diligence, and enter the final agreement with eyes wide open.
Essential Questions to Ask PE Buyers
Fund and Timing Questions
“Where is your current fund in its deployment cycle?”
“How much capital remains to deploy in this fund?”
“What is your typical timeline from LOI to closing?”
Platform vs Add-On Strategy
“Will our firm be viewed as a platform or an add-on acquisition?”
“What synergies do you see with your existing portfolio companies?”
Deal Structure and Economics
“What are your typical cash-at-close and rollover equity expectations?”
“How do you structure earn-outs and what metrics will be used?”
“What is your policy on seller financing or notes?”
Post-Deal Plans and Culture
“What is your approach to post-acquisition integration and management retention?”
“How do you support portfolio company growth and technology investment?”
“What has been the experience of previous CPA firm owners in your portfolio?”
Risk and Contingencies
“What due diligence items are most important to you?”
“How do you handle unexpected issues that arise during diligence?”
Action Steps Before Signing the LOI
Work with an advisor to research the buyer’s fund status and track record.
Prepare a prioritized list of questions tailored to your goals.
Request written responses or clarifications on key points.
Compare multiple offers side-by-side using a structured scorecard.
Have legal and tax counsel review the LOI before signing.
By asking the right questions, you take control of the process and increase the likelihood of a successful, high-value exit.
Ready to Ask the Right Questions?
Contact Ashley-Kincaid for a no-obligation consultation. As the leading specialists in CPA firm M&A, we’ll help you prepare the right questions, evaluate buyers, and negotiate the best possible terms for your sale.