HALO Academy 2 Minute Financial Drill: Letter of Intent ("LOI")

Every Wednesday we release our all new “HALO Academy: 2 Minute Financial Drill" by Integrity Square Founder & HALO Talks host, Pete Moore on everything you need to know for financial literacy, unit economics, legal documents used for M&A and capital raises, capital sources you can access, understanding how financings are structured, valuation metrics and parameters, and what you need to know about your own business before engaging in cap raises and/or a potential sale.

If you missed our email about this, you can re-read it here: https://mailchi.mp/9567da51c0ce/2025programschedule 
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RESOURCES 

• https://www.integritysq.com
• https://www.halotalks.com
• https://www.thehaloacademy.com 
• Watch the video here: https://www.youtube.com/@halotalks 

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ABOUT YOUR INSTRUCTOR 

Pete is the Founder, Managing Partner and Chief Dream Architect at Integrity Square ("ISQ"), a leading boutique financial advisory firm focused on the $4.7T Health, Active Lifestyle, Outdoor ("HALO") sector. Since founding ISQ in 2010, the firm has played an active advisory role in 100+ mergers & acquisitions, private placements and advisory assignments across North America.

Pete Moore and his team have also invested in passionate entrepreneurs at HigherDOSE, XTEND, and Promotion Vault. ISQ's media and "live education" properties include HALO Talks, the leading B2B podcast in the sector, Time To Win Again, and the HALO Academy, an Executive Education Bootcamp Series. 

Prior to ISQ, Pete was Head of the Active Lifestyle & Wellness Group at Sagent Advisors (2003-2010.) Prior to 2003, Pete was co-founder of FitnessInsite, a SasS sales management platform with 1500+ clients (based in AZ.) At FitnessInsite, Pete invested his personal capital, leveraged his credit cards and learned what it takes to manage a startup.

Pete built his business and financial acumen on top of the foundation laid at three critical positions early in his career: Senior Associate at Brockway Moran & Partners, the private equity owner of Gold’s Gym International, Inc; worked as an Associate at Donaldson, Lufkin & Jenrette; and an Analyst at Chase Securities. (Now JP Morgan.) 

ISQ saw a need for a deeper & more useful level of education in the HALO sector. In response, we launched the HALO Talks podcast, with 500+ completed interviews and over 120,000 downloads. HALO Talks has become a “must listen” for anyone working or investing in the sector.

Pete graduated from Emory University (BBA, 1994) and received his MBA from Harvard Business School (1999.) While at HBS, he co-founded IRON PLANET, the leading B2B auction site for used heavy equipment, which was sold to Ritchie Bros for $758 million. His hobbies include: Football, basketball, tennis, podcasting, amateur ventriloquism, pro bono DJ and fitness enthusiast.

Episode Transcript

(00:00):
This is Pete Moore, Integrity Square, back with an update on Project
Willow. We are up to now four months
into the process and we have five groups under
IOI or indication of interest. Those groups have
been alerted that they have been welcomed back into the
process and that there are a handful of other

(00:23):
potential groups in the process. The reason why I'll
actually tell them how many groups are in the next phase is
to make sure that they don't drop out by thinking that their probability
of winning is too low to the point where they don't want to
devote resources to try and win the auction. To buy these
20 health clubs. Once that's delivered to them, we'll

(00:45):
open up a full data room. That data room is a
Dropbox with many, many folders that have
a lot of information in it, such as your leases, such as your
member roll forward reports, such as all of your financials
and tax statements going back three to five years.
What we are trying to do here is to answer any question

(01:07):
that one of these five groups may have in order to submit
a full fledged letter of intent. This is
typically four to five weeks after they've been opened up to
the data room. And in the instruction letter that we
provided, we'll ask them for a number of what they would pay.
We'll ask them what their escrow account, how much money they'll hold back

(01:30):
from the transaction. We'll also ask them to give us a
diligence list of what else they need to do in order to
affirm that this is the price that they are willing to pay.
And we need to know what they're going to do on what's called quality of
earnings report. That is basically a full fledged
accounting proctology exam that you and your CFO

(01:51):
and controller are about to spend four to six weeks in urgent
care to fulfill.
It's true, it true, it is.