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Storage Portfolio Letter of Intent

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STORAGE PORTFOLIO LETTER OF INTENT

Parties

This Letter of Intent (this "LOI") sets forth the principal terms under which Buyer proposes to acquire from Seller the portfolio of self-storage properties described below. Except for the sections titled "Confidentiality", "Exclusivity", and "Governing Law", which are expressly binding, this LOI is non-binding and is intended solely as a basis for negotiating a definitive Purchase and Sale Agreement.

Portfolio Identification

The "Portfolio" consists of the following self-storage properties, together with related land, buildings, improvements, easements and appurtenances.

Transaction Summary

Purchase Price: $ payable in immediately available funds at Closing, subject to adjustments and prorations as set forth below.

Earnest money shall be deposited with the escrow agent within days following mutual execution of a binding purchase agreement, and shall be applied to the Purchase Price at Closing. Unless otherwise agreed in a definitive agreement, earnest money shall be refundable to Buyer only as provided in the Purchase and Sale Agreement or by written agreement of the parties.

Target Closing Date: . Possession shall be delivered at Closing unless otherwise agreed in writing.

Due Diligence & Inspections

Buyer shall have a period of days following execution of a binding Purchase and Sale Agreement ("Due Diligence Period") to inspect the Properties, review leases, financial statements, title, surveys and environmental reports. Seller shall permit Buyer and its representatives reasonable access for such inspections upon reasonable advance notice.

This offer is subject to Buyer obtaining financing on terms acceptable to Buyer within days after execution of a binding agreement. Buyer may waive the financing contingency in writing.

Environmental & Disclosures

To the best of Seller's knowledge, the Properties:

Known Environmental Conditions - Hazardous Materials Present: Yes No

Flood Plain / Previous Water Damage: Yes No

Title; Prorations; Closing Costs

Seller shall convey marketable fee simple title free of liens except as disclosed. Taxes, rents, and other customary items shall be prorated as of the Closing Date. Buyer and Seller shall allocate closing costs as follows: Buyer shall pay lender fees and buyer's counsel; Seller shall pay documentary transfer taxes and broker commissions unless otherwise agreed in the Purchase and Sale Agreement.

Representations and Warranties (Summary)

Seller represents that it has the authority to sell the Properties; there are no known material violations of law affecting the Properties except as disclosed; Seller is not aware of material environmental liabilities except as disclosed above; rents and financial statements provided to Buyer are true and correct in all material respects. The definitive Purchase and Sale Agreement will contain customary and detailed representations and warranties, survival periods and indemnities.

Confidentiality (Binding)

The parties agree to keep the existence and terms of this LOI and all non-public information exchanged in connection with the proposed transaction strictly confidential, except as required by law or as reasonably necessary for financing, tax or legal advisors who agree to be bound. This confidentiality obligation is binding and survives termination of this LOI.

Exclusivity (Binding)

For a period of days following execution of this LOI, Seller shall not solicit, pursue or enter into any agreement regarding sale of the Portfolio with any third party. This exclusivity is binding.

Default; Remedies

If Buyer defaults under a binding Purchase and Sale Agreement, Seller may retain earnest money as liquidated damages to the extent permitted by law; Seller retains all other remedies at law or in equity. If Seller defaults, Buyer may pursue specific performance or monetary damages as provided in the Purchase and Sale Agreement.

Termination

This LOI will terminate upon execution of a definitive Purchase and Sale Agreement, mutual written agreement to terminate, or upon written notice by either party after the expiration of the exclusivity period, except that confidentiality and exclusivity provisions shall survive termination as provided above.

Governing Law; Miscellaneous

This LOI shall be governed by and construed in accordance with the laws of the State of . This LOI contains the entire understanding between the parties with respect to the matters set forth herein and supersedes prior discussions. Except for the binding provisions expressly identified herein, this LOI is non-binding and neither party may rely on it as creating any obligation to consummate the transaction unless and until a definitive Purchase and Sale Agreement is executed.

Acknowledgement

The undersigned parties acknowledge that they have read this LOI, understand its terms, and agree to proceed in good faith to negotiate a definitive Purchase and Sale Agreement consistent with the terms set forth above.

Buyer:

By:

Date:

Seller:

By:

Date:

Enter text✕

What a Storage Portfolio Letter of Intent Is

A Storage Portfolio Letter of Intent (LOI) is a preliminary, non-binding document that outlines the principal terms and intentions of parties considering the purchase, sale, or lease of a portfolio of storage properties. It typically covers price range or rent, key property identifiers, proposed timeline, due diligence items, and basic conditions for a definitive agreement. The LOI sets expectations, guides negotiation priorities, and creates a structure for exclusivity, confidentiality, and deposit terms while leaving detailed contract language to later definitive documents.

Why a Clear LOI Matters for Storage Portfolios

A well‑drafted Storage Portfolio Letter of Intent reduces ambiguity, preserves negotiation leverage, and defines the scope of due diligence and exclusivity. It helps align buyer and seller expectations before drafting a binding purchase and sale agreement or lease schedule.

Why a Clear LOI Matters for Storage Portfolios

Who Commonly Prepares and Signs These LOIs

Typical participants include portfolio buyers, institutional sellers, brokers, and legal counsel; each party uses the LOI to summarize transaction fundamentals before committing to a definitive contract.

  • Private equity and REIT acquisition teams seeking to outline terms across multiple facilities for coordinated due diligence and financing.
  • Owners or operators offering a portfolio sale to document price expectations, timing, and exclusivity while retaining the right to negotiate definitive terms.
  • Brokers and advisors preparing a concise summary so parties can quickly assess transaction fit without full contract drafting.

The LOI is usually circulated for comment and revision; its drafting party should clearly label binding versus non-binding provisions to avoid unintended legal obligations.

Core Elements to Include in a Professional LOI

Include consistent structure and exhibits so each portfolio property is identified and the parties share a common baseline for diligence and closing mechanics.

Price or Rent

State total purchase price or aggregate rent formula, including price per unit or per-square-foot metrics and any earnouts or holdbacks to be applied.

Property List

Attach an exhibit listing each facility with address, parcel ID, unit count, rentable square feet, and any encumbrances or lease assumptions.

Exclusivity

Specify any exclusivity or no‑shop period, its duration, and renewal conditions to prevent parallel negotiations during due diligence.

Deposits

Describe good‑faith deposit amounts, refundable vs nonrefundable status, conditions for forfeiture, and escrow agent or account details.

Due Diligence

List deliverables, access rights, sample documents (leases, service contracts), and a target due diligence schedule with milestones.

Closing Conditions

Summarize material conditions precedent such as title clearance, financing, environmental reports, and any governmental consents.

Essential Data Fields to Capture

Buyer Name: Legal entity name
Seller Name: Legal entity name
Portfolio IDs: Addresses or parcel numbers
Proposed Price: Total and per-asset
Deposit Terms: Amount and conditions
Exclusivity Period: Start and end dates

Step-by-Step: Completing a Storage Portfolio LOI

Follow these sequential steps to prepare, circulate, and record agreement points before drafting a binding purchase agreement.

  • 01
    Draft Terms: Summarize price, properties, and deposit.
  • 02
    Attach Exhibits: Add property list and sample leases.
  • 03
    Review with Counsel: Confirm binding language and contingencies.
  • 04
    Circulate for Signatures: Collect signatures and document execution dates.

How an LOI Moves Through the Transaction Flow

An LOI frames negotiation, triggers diligence, and leads to definitive documents when conditions are met; this flow shows standard routing steps.

  • Prepare LOI: Seller or buyer drafts initial proposal.
  • Negotiate Terms: Parties revise price and contingencies.
  • Sign LOI: Execute and record effective date.
  • Begin Diligence: Access documents and complete inspections.

Recommended Online Workflow Settings

Configure online document routing and fields to mirror your internal approval process and reduce signer friction.

Field Configuration
Signature Order Sequential or parallel per party.
Authentication Email with optional SMS code.
Attachments Require exhibits before signing.
Audit Trail Enable IP and timestamp logging.

Technical Considerations for eSigning and Exchange

Choose a platform that supports secure eSignature, audit trails, and the document formats you use most often.

  • File Types: PDF, DOCX supported
  • Integrations: CRM and cloud storage
  • Authentication: Email, SMS, or KBA

Confirm the provider offers industry integrations (CRM, cloud storage) and compliance features such as audit logs and optional stronger signer authentication when required.

Typical Timelines and Deadlines to Track

LOIs contain several time-sensitive items; document and monitor each deadline to avoid lost deposits or failed closing windows.

Exclusivity Period:

Defined in LOI; prevents seller from soliciting other offers.

Due Diligence Window:

Number of days for inspections and document review.

Deposit Release Date:

Date when deposit becomes nonrefundable if conditions unmet.

Financing Commitment:

Deadline for buyer financing approval.

Target Closing:

Anticipated date for definitive agreement and transfer.

Key Transaction Milestones

Milestone sequence clarifies responsibilities and helps coordinate title, financing, and closing tasks across the portfolio.

01

LOI Execution

Parties sign and set the effective date.

02

Diligence Start

Buyer begins property inspections and document review.

03

Financing Approval

Buyer secures debt or equity commitments.

04

Definitive Closing

Transfer of ownership and recording occurs.

Common Mistakes to Avoid When Preparing an LOI

  • Using informal or inconsistent property descriptions that lead to mismatched exhibits and title exceptions during closing.
  • Failing to distinguish which provisions are binding (e.g., confidentiality, exclusivity) versus nonbinding commercial terms.
  • Omitting deposit mechanics or escrow agent details, causing delays or disputes about refundable status.
  • Rushing signatures without verifying signatory authority or entity formation documents, producing enforceability delays.

Potential Risks and Consequences

Unintended Binding Terms: May create enforceable obligations
Deposit Forfeiture: Loss if conditions unmet
Financing Failure: Deal collapse risk
Title Defects: Delayed or blocked closing
Regulatory Noncompliance: Local zoning penalties
Data Exposure: Confidential information leaks

Comparing eSignature Providers for LOI Execution

The table shows basic pricing and capability differences relevant to preparing and executing a Storage Portfolio LOI.

signNow DocuSign Adobe Sign PandaDoc HelloSign
Starting Price $8/user/mo $15/user/mo $14/user/mo $19/user/mo $15/user/mo
Free Trial 7-day free trial Varied Varied Varied Varied
Bulk Send Yes Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No
Envelope Cap No cap 100 envelopes/user/year Varies Varies Varies

Frequently Asked Questions About LOIs and eSigning

Answers to common legal and practical questions about executing and preserving Storage Portfolio Letters of Intent.


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