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📋 '''Letter of intent''' is a preliminary written agreement between two or more parties that outlines the key terms and mutual understanding of a proposed transaction before a binding contract is executed, frequently encountered in insurance during [[Definition:Merger and acquisition (M&A) | mergers and acquisitions]], [[Definition:Program business | program]] launches, and large-scale [[Definition:Reinsurance | reinsurance]] placements. In insurance dealmaking — whether an [[Definition:Insurance carrier | insurer]] is acquiring a [[Definition:Managing general agent (MGA) | managing general agent]], or a [[Definition:Private equity | private equity]] firm is purchasing a [[Definition:Specialty insurer | specialty book of business]] — the letter of intent signals serious commitment and sets the stage for [[Definition:Due diligence | due diligence]] and definitive documentation.

🔍 Typically, the letter of intent establishes the proposed purchase price or financial structure, exclusivity periods during which the target agrees not to entertain competing offers, confidentiality obligations, and the scope of due diligence that will follow. In insurance transactions, due diligence is particularly intensive: the acquiring party must evaluate [[Definition:Loss reserve | reserve adequacy]], [[Definition:Underwriting | underwriting]] performance, [[Definition:Regulatory compliance | regulatory licenses]], and the strength of [[Definition:Distribution channel | distribution relationships]]. Most provisions in a letter of intent are non-binding — the parties can walk away if due diligence uncovers adverse findings — though confidentiality and exclusivity clauses are usually enforceable. Once both sides are satisfied, a definitive agreement such as a stock purchase agreement or [[Definition:Binding authority agreement | binding authority agreement]] replaces the letter of intent.

⚖️ The practical significance of a letter of intent in insurance goes beyond mere formality. Regulators in many jurisdictions require notification when a change of control is contemplated for a licensed insurer, and a signed letter of intent often triggers early engagement with the [[Definition:State insurance department | state insurance department]] or supervisory authority. For [[Definition:Insurtech | insurtech]] startups seeking capacity partnerships with established carriers, a letter of intent can serve as proof of a credible relationship when raising capital from [[Definition:Venture capital | venture capital]] investors. Getting the terms right at this stage — particularly around [[Definition:Run-off | run-off]] liabilities, [[Definition:Policyholder | policyholder]] protections, and transition timelines — prevents costly renegotiations later and demonstrates to regulators that both parties have engaged in thoughtful planning.

'''Related concepts:'''
{{Div col|colwidth=20em}}
* [[Definition:Merger and acquisition (M&A)]]
* [[Definition:Due diligence]]
* [[Definition:Binding authority agreement]]
* [[Definition:Change of control]]
* [[Definition:Regulatory compliance]]
* [[Definition:Confidentiality agreement]]
{{Div col end}}

Definition:Letter of intent - Revision history

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