M&A Process
IOI to close in 10–14 weeks.
LouieAuto runs a scoped, audit-logged transaction process with documented templates at every stage. This page is the public summary; templates are in the data room.
Timeline at a glance.
| Phase | Week | Deliverable |
|---|---|---|
| Inbound inquiry | W0 | Email + thesis paragraph, response within 1 business day |
| Mutual NDA signed | W0 | Either party's template accepted; typically 48 hours |
| Scoped broker access | W0–W1 | Time-limited audit-logged token; 90-day eval window |
| Live walkthrough | W1–W2 | Operator-led demo + technical Q&A; 60–90 min |
| Indication of interest (IOI) | W2–W3 | Non-binding range indication from acquirer |
| LOI negotiation | W3–W5 | Price, structure, retention, earnout framework |
| Confirmatory diligence | W5–W9 | Quality of earnings, tech audit, legal/IP, security, HR |
| SPA / APA drafting | W8–W11 | Definitive agreement; reps & warranties; schedules |
| Signing & close | W12–W14 | Execution; funding; announcement (if any) |
What makes this faster.
Three decisions that compress the typical 18–24-week dealer-software transaction window.
- Pre-written data room. 9 diligence documents already drafted. Tech stack, security posture, unit economics, IP checklist, postgres roadmap, self-demo spec, intelligence-layer exhibit, pricing model, diligence readiness. No scramble to assemble.
- Single primary contributor. No contributor-agreement unwind. No ex-employees holding open IP questions. Clean chain documented.
- Operator-founder available for diligence. Not a handoff to a deputy. Every technical question answered by the person who built the answer.
Data room contents.
| # | Document | Status |
|---|---|---|
| 01 | Tech Stack Architecture | Ready |
| 02 | Security Posture (FTC Safeguards, SOC 2 readiness) | Ready |
| 03 | Louie Intelligence Layer (Exhibit A) | Ready |
| 04 | Pricing Model | Ready |
| 05 | Unit Economics | Ready |
| 06 | IP Checklist | Ready |
| 07 | Self-Demo Spec | Ready |
| 08 | Diligence Readiness Checklist | Ready |
| 09 | Postgres Migration Roadmap | Ready |
Transaction terms posture.
Structure. Stock purchase (SPA) preferred. Asset purchase (APA) acceptable. Stock-plus-earnout, performance-share, and retention-based structures all on the table.
Retention. Founder commits to 24 months post-close with milestone-based earnout aligned to integration progress (rooftops onboarded, NRR at the 12-month cohort mark, etc.). Open to longer at the right structure.
Earnout. Preferred: performance-based tied to acquirer-verifiable metrics. Not open-ended "best efforts" language.
Reps & warranties insurance. Acquirer-obtained R&W insurance is the expected path; escrow preferred in the 2–5% range.
Process principles.
- One active conversation at a time for headline terms. We will not run parallel LOI negotiations to create artificial leverage.
- Honest timelines. If we cannot hit a milestone we will tell you by the end of the week it was due.
- Mutual exclusivity post-LOI. 30–45 day no-shop after signed LOI, with a right to match on inbound during exclusivity.
- Cost discipline. Acquirer covers its own transaction costs; LouieAuto covers its own. No breakage fees requested at this size.