Demystifying the letter of intent: Purpose, formats, and key details

LOI full form is Letter of Intent, Letter of Intent is a document declaring the preliminary commitment of one party to do business with another party. It outlines the chief terms of a prospective deal between the parties. The LOI demonstrates the willingness to continue negotiations in hopes of reaching a formal agreement. It signifies the seriousness to move forward, without legally binding the parties.

LOI usage in the banking sector
 

LOIs are commonly used in the banking and financial services sector for various purposes:

• Loan agreements

Banks issue LOIs to prospective borrowers outlining proposed credit terms before finalising the Personal loan contract. It sets expectations for key factors like loan amount, interest rate, fees, collateral required, etc.

For instance, IDFC FIRST Bank issues LOIs to clients specifying indicative terms subject to due diligence, as a precursor to sanctioning loans.

• Mergers and acquisitions

During mergers or acquisitions of banks, LOIs are signed indicating intent to acquire before the final binding agreements. It helps establish major deal terms upfront between the parties.

• Loan syndication

The lead bank uses an LOI to confirm key terms to fellow lenders in a syndicated loan. It acts as a prelude to the comprehensive facility agreement.

• Loan refinancing/restructuring

Banks use LOIs to lay out proposed new terms when refinancing or restructuring existing loans of borrowers. This precedes the drafting of final binding legal agreements.

• Loan sales

Banks planning to sell a loan may issue an LOI to potential investors outlining the proposed terms of sale before final documentation.

• Loan participation

Lead banks send LOIs to participants specifying key information before they join the lending consortium.

• Project financing

LOIs may be issued specifying terms of financing for large infrastructure projects before the main set of project contracts are signed.

Key elements of a banking LOI
 

While the letter of intent format and contents vary from case to case, LOIs in banking generally cover:

• Parties involved: Names and details of the bank and borrowing entity entering the agreement.
  
• Nature of the deal: A short description of the proposed deal – term loan, working capital loan, syndicated facility, etc.
  
• Loan amount: The principal amount to be financed by the bank through the loan facility.
  
• Interest rate: The applicable interest rate – whether fixed, floating, or hybrid.
  
• Repayment terms: Proposed repayment structure – tenure, instalments schedule, etc.
  
• Fees and charges: Details of one-time and recurring fees linked to the loan.
  
• Collateral required: Broad indication of assets to be securitised against the bank loan.
  
• Conditions precedent: Key pre-disbursement conditions like submission of necessary documents.
  
• Validity period: Duration for which the LOI terms are valid before expiry.
  
• Exclusivity clause: Restriction from seeking alternate financing during the validity period.
  
• Non-binding clause: Disclaimer stating LOI is not legally binding.
  
• Signatories: Signatures and details of authorised representatives.
  

Challenges with banking LOIs

While useful in loan negotiations, some limitations exist in using LOIs:

• Risk of including too much information that requires rework later.
  
• Lack of precision in drafting, which may lead to misunderstandings.  
• Potential for misuse to only block or delay competitive financing.
• Perception as quasi-contract even though legally non-binding.
• Changes in circumstance make original terms difficult to adhere.

Hence, banks tend to carefully assess the inclusion of details based on specific dealings and consult legal experts when preparing LOIs. 

Conclusion

LOIs enable banks and borrowers to indicate mutual interest in pursuing financing arrangements through an organised preliminary document. They provide a solid starting point for drafting definitive loan contracts after factoring in due diligence. However, the non-binding aspect necessitates care in drafting and negotiation to avoid potential issues later. With adequate expertise and prudence, LOIs can pave the path for successful loan agreements.

Disclaimer

The contents of this article/infographic/picture/video are meant solely for information purposes. The contents are generic in nature and for informational purposes only. It is not a substitute for specific advice in your own circumstances. The information is subject to updation, completion, revision, verification and amendment and the same may change materially. The information is not intended for distribution or use by any person in any jurisdiction where such distribution or use would be contrary to law or regulation or would subject IDFC FIRST Bank or its affiliates to any licensing or registration requirements. IDFC FIRST Bank shall not be responsible for any direct/indirect loss or liability incurred by the reader for taking any financial decisions based on the contents and information mentioned. Please consult your financial advisor before making any financial decision.