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📝 '''Letter of intent (LOI)''' is a preliminary document exchanged between parties to an insurance-sector transaction — whether an acquisition, strategic investment, or partnership — that outlines the principal commercial terms and conditions under which they propose to proceed toward a definitive agreement. In insurance M&A, an LOI signals that buyer and seller have reached sufficient alignment on headline matters such as valuation, deal structure, and key conditions to justify committing the significant time and expense associated with [[Definition:Legal due diligence | legal due diligence]], [[Definition:Actuarial due diligence | actuarial due diligence]], and regulatory engagement.

⚙️ An LOI in the insurance context typically addresses the proposed purchase price or valuation methodology (often tied to a multiple of [[Definition:Gross written premium (GWP) | gross written premiums]], [[Definition:Embedded value | embedded value]], or book value), the contemplated deal structure (share purchase versus asset purchase versus [[Definition:Portfolio transfer | portfolio transfer]]), exclusivity and confidentiality arrangements, a timeline for completing due diligence, and an indicative list of conditions precedent — which in insurance transactions invariably includes obtaining approvals from relevant supervisory authorities. In jurisdictions governed by [[Definition:Solvency II | Solvency II]], for example, a change of qualifying holding above certain thresholds requires prior notification to and non-objection from the national competent authority. Similarly, acquisitions of U.S. domestic insurers typically trigger state insurance department filings under the Insurance Holding Company System Act. The LOI usually specifies whether the deal will proceed on a [[Definition:Locked-box account | locked-box]] or [[Definition:Completion account | completion account]] basis and may reference key assumptions about the target's [[Definition:Claims reserve | reserve]] adequacy. While most provisions of an LOI are non-binding, certain clauses — particularly exclusivity, confidentiality, and governing law — are typically drafted as binding obligations.

💡 Structuring the LOI carefully has outsized importance in insurance deals because of the long lead times involved in obtaining [[Definition:Regulatory approval | regulatory approvals]] and the complexity of unwinding relationships with [[Definition:Insurance carrier | carriers]], [[Definition:Reinsurance | reinsurers]], and intermediary partners if a transaction collapses. A well-drafted LOI reduces the risk of misalignment later in the process, sets clear expectations about which party bears certain pre-completion costs (such as regulatory filing fees), and establishes the framework within which the [[Definition:Legal due diligence report | legal due diligence report]] and definitive documentation will be negotiated. For sellers running a structured auction — common in [[Definition:Private equity | private equity]]-backed sales of [[Definition:Managing general agent (MGA) | MGAs]] and [[Definition:Insurtech | insurtech]] platforms — the LOI stage is where competing bidders are narrowed to a preferred buyer, making the quality and credibility of the letter a decisive competitive factor.

'''Related concepts:'''
{{Div col|colwidth=20em}}
* [[Definition:Legal due diligence]]
* [[Definition:Locked-box account]]
* [[Definition:Merger and acquisition (M&A)]]
* [[Definition:Exclusivity agreement]]
* [[Definition:Share purchase agreement]]
* [[Definition:Regulatory approval]]
{{Div col end}}

Definition:Letter of intent (LOI) - Revision history

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