The iGaming Letter of Intent

Executive Summary

In iGaming M&A, few documents carry more weight, or are more frequently misunderstood, than the Letter of Intent (LOI). Whether you are acquiring an online casino brand, a sportsbook operator, a white-label platform, or a gaming affiliate business, the LOI is the document that sets the entire transactional tone. Get it right, and you enter due diligence from a position of strength. Get it wrong, and you may spend months watching your deal terms quietly erode.

At CasinosBroker.com, we have facilitated LOI negotiations across a wide range of iGaming assets, from affiliate websites and casino software licenses to fully licensed online casino operations and sweepstakes platforms. What follows is the most comprehensive guide to the iGaming Letter of Intent available, written for both operators considering an exit and acquirers building their portfolio.

1. Introduction: Why the LOI is the Most Important iGaming Deal Document

If you have spent any time in the iGaming industry, whether as an operator, affiliate manager, software provider, or platform investor, you understand that deals in this space are never straightforward. Regulatory complexity, jurisdictional licensing requirements, payment processing nuances, and the inherent volatility of player revenue make iGaming M&A uniquely challenging. And yet, the single most consequential document in most iGaming transactions is not the purchase agreement, not the regulatory transfer application, and not the due diligence report. It is the Letter of Intent.

A buyer will typically submit an LOI after conducting preliminary analysis of the target, reviewing its traffic data, GGR trends, licence status, software stack, and key commercial agreements. Once an LOI is signed, the parties enter due diligence, during which all of the seller’s representations are tested and verified. For iGaming assets specifically, this phase is exceptionally detailed: regulators must be notified (or their approval obtained), player liability must be assessed, bonus exposure must be quantified, and payment processor agreements must be reviewed for change-of-control clauses.

The most important thing to understand about an iGaming LOI is this: the moment you sign it, particularly the exclusivity clause, your negotiating leverage begins to diminish. Every experienced acquirer in this industry knows this. You should too.

Sellers in the iGaming space routinely underestimate the LOI’s importance and rush to sign it in order to feel progress is being made. This is a mistake. Savvy buyers, particularly those who are serial acquirers of online casinos or affiliate portfolios, are acutely aware of how dynamics shift the moment an exclusivity clause is executed. They will often manufacture urgency, citing competitive interest or internal approval deadlines, to push you into signing before you are ready.

Meanwhile, any terms you fail to define in the LOI, whether that is how Net Revenue is calculated for an earnout, what constitutes ‘normal operations’ during the pre-closing covenant period, or whether a licence transfer is a condition precedent, will default to the buyer’s preferred interpretation in the purchase agreement. The buyer’s counsel drafts that document. The party drafting sets the tone.

The bottom line: approach the iGaming LOI as the single most important negotiation in the entire deal. Take your time. Define everything you can. And do not be pressured into signing something you have not fully reviewed.

2. Is the iGaming LOI Binding?

Most LOIs, including those used in iGaming transactions, are drafted as non-binding agreements. The non-binding provisions typically cover price and deal terms: the purchase price, how revenue or EBITDA is calculated, which assets and liabilities are included, earnout mechanics, and escrow amounts. These are intentionally left non-binding because the precise terms will inevitably be refined during due diligence.

However, certain provisions in every well-drafted LOI are binding from the moment of execution. These are the governance provisions, the rules of the process itself, and they include exclusivity (the no-shop clause), confidentiality obligations, the buyer’s right to access information for due diligence purposes, any earnest money deposit provisions, and how expenses will be handled.

In the iGaming context, there is an additional layer of complexity. Many jurisdictions require that any change of control of a licensed operator be pre-approved by the relevant regulatory authority (Malta Gaming Authority, Gibraltar Regulatory Authority, Isle of Man Gambling Supervision Commission, Curaçao eGaming, etc.). The LOI may therefore need to include a condition precedent related to regulatory approval, which can significantly extend the transaction timeline and add a degree of uncertainty that both parties must account for.

Courts have generally upheld the non-binding nature of LOIs when the language is clear. However, courts in several jurisdictions have also found that parties have an implied duty to negotiate in good faith, a relevant consideration if you are negotiating with a direct competitor who may be using the LOI process to conduct competitive intelligence gathering rather than to consummate a genuine acquisition.

3. Why Bother with a Non-Binding Agreement?

Given that most LOI provisions are non-binding, operators and investors new to iGaming M&A often question their value. The answer lies not in legal enforceability, but in the practical and commercial function the LOI performs.

First, the LOI tests commitment. Before either party invests significant capital in legal fees, regulatory consultants, technical due diligence specialists, and payment processing auditors, the LOI establishes whether there is genuine alignment on price and terms. An iGaming due diligence exercise, particularly for a regulated online casino, can easily cost a buyer €50,000 to €150,000 or more in professional fees. No serious buyer will commit those resources without at least a preliminary agreement on price.

Second, the LOI memorialises the key commercial terms in writing, reducing the risk of misunderstanding or selective memory as the transaction progresses. In deals involving multiple currencies, offshore licence jurisdictions, and complex revenue-sharing arrangements, the value of a clear written record of what was agreed at the outset cannot be overstated.

Third, and this is particularly relevant in iGaming, the LOI signals to regulators, payment processors, and key commercial partners that the transaction is serious and progressing. Some payment processors will require advance notice of a change-of-control event. Some software licence agreements contain assignment restrictions that the parties may need to begin addressing during the LOI period.

Fourth, most lenders, whether traditional banks or the increasingly common iGaming-specialist debt funds, require a signed LOI before they will begin underwriting any acquisition financing. This is true whether the buyer is financing an online casino acquisition, a sportsbook platform, or an affiliate network.

4. The Full Contents of an iGaming LOI

Purchase Price and Terms

The purchase price is the centrepiece of any LOI, but in iGaming transactions, it is also one of the most easily misread figures if not properly contextualised. An apparently strong headline number can conceal significant deductions, or conversely, an apparently modest offer can become very attractive once working capital, licence value, and platform infrastructure are factored in correctly.

The most common pricing methodologies in iGaming M&A include multiples of EBITDA (typically 3x to 8x for regulated online casinos, with premium assets occasionally exceeding 10x), multiples of GGR (Gross Gaming Revenue), multiples of NGR (Net Gaming Revenue), or multiples of monthly unique depositing players. Affiliate businesses are more commonly priced as a multiple of monthly revenue or annual net profit. The specific multiple will depend heavily on licence jurisdiction, revenue trajectory, player database quality, and concentration risk.

As a seller, you should insist that the LOI specify a fixed purchase price rather than a formula or a range. Price ranges, common in indicative offers for larger transactions, introduce ambiguity that invariably resolves in the buyer’s favour. Similarly, formula-based pricing (for example, 5x trailing twelve-month EBITDA) creates significant exposure if the definition of EBITDA is left vague: add-backs, bonus amortisation, affiliate commissions, and payment processing costs are all subject to interpretation, and each interpretation will be pushed in the buyer’s preferred direction.

If you accept a formula-based price in your iGaming LOI, insist that any post-signing adjustment works in both directions, upward if performance exceeds the baseline, and downward if it falls short. Buyers who resist a bilateral adjustment mechanism are signalling their intention to use the formula only when it benefits them.

The LOI should also clearly specify which assets are included in the price. In iGaming, this typically means the operating licence (or the right to transfer/apply for one), the player database, the domain and brand assets, the technology platform or software agreements, the payment processing relationships, the bonus liability at closing, and any affiliate programme assets. Exclusions, such as the seller’s personal intellectual property, proprietary trading algorithms, or non-core subsidiary companies, should be explicitly stated.

Working Capital in iGaming Transactions

Working capital in online casino transactions is a more nuanced concept than in traditional businesses, and it is one of the areas where iGaming-specific expertise matters enormously. Corporate buyers, particularly private equity funds and strategic acquirers, will almost universally insist on a working capital adjustment clause, and the way this is structured can have a material impact on the seller’s net proceeds.

In a standard business, working capital is defined as current assets minus current liabilities. In an iGaming context, key components include: player balances (amounts held on behalf of players, which are a liability), bonus liability (unredeemed bonus funds), accounts receivable from affiliate partners or payment processors, payment processor reserves or rolling reserves, and short-term payables to software providers and game aggregators.

Player balances and bonus liability are particularly important. If these are not carefully defined and measured as of a specific date, post-closing disputes are almost inevitable. A buyer who discovers that player balances at closing were €200,000 higher than represented will expect a corresponding reduction in the purchase price, and they will be legally justified in making that claim if the LOI and purchase agreement are not specific.

The practical advice here mirrors what applies in traditional M&A: define working capital as specifically as possible in the LOI, establish a clear measurement date, and agree on the methodology for valuing each component. While this level of detail may feel premature at the LOI stage, the alternative, leaving it to the purchase agreement, means you will be negotiating from a position of weakened leverage when those definitions are finally drafted.

Key Dates, Milestones, and Due Diligence Timelines

In iGaming transactions, due diligence is almost always more complex and time-consuming than buyers initially anticipate. A regulated online casino will require technical due diligence of its RNG certification and game fairness records, legal due diligence of its licence conditions and compliance history, financial due diligence of its revenue accounting and player liability, and operational due diligence of its customer support infrastructure and KYC/AML processes. Each of these work streams typically runs in parallel and can take 45 to 90 days for a mid-sized operation.

As a seller, you should resist any LOI that does not include specific, binding milestones for the buyer to maintain exclusivity. These should include: the deadline for completing technical and financial due diligence; the deadline for the buyer to provide a financing commitment letter from their lender or fund; the deadline for the buyer’s counsel to deliver a first draft of the purchase agreement; and a target closing date. Without these, exclusivity becomes an open-ended gift to the buyer, who has every incentive to extend the process while you are locked out of the market.

Exclusivity: The Most Dangerous Clause for iGaming Sellers

Exclusivity is the most consequential concession a seller makes in any LOI, and iGaming sellers are particularly vulnerable to its consequences. The online casino and sports betting markets are competitive; if your business goes off the market for 90 or 120 days and the deal ultimately falls apart, you will re-enter the marketplace at a disadvantage. Other buyers who were previously interested will have moved on. Some will assume the deal failed due to issues uncovered in due diligence. And even if you receive new offers, buyers will typically demand a significant valuation discount or conduct an exceptionally rigorous due diligence process, effectively penalising you for a failed prior deal.

The standard approach, and one we strongly advocate at CasinosBroker.com, is to limit the exclusivity period to 30 to 45 days for straightforward iGaming asset sales, and no more than 60 days even for complex regulated casino transactions. Any further extension should require mutual written agreement and should be contingent on the buyer having met all prior milestones.

You should also include in the LOI a clause specifying that exclusivity terminates automatically if the buyer attempts to materially renegotiate the price or terms, a practice known in M&A as ‘re-trading.’ Re-trading is unfortunately common in iGaming M&A, particularly after due diligence, when buyers may cite concerns about player churn rates, payment processor stability, or pending regulatory reviews as justification for a price reduction. A well-drafted exclusivity clause with a re-trading termination provision gives the seller the ability to re-open the market without being penalised.

One of the most effective tools a seller can use is the ‘Affirmative Response Clause’, a provision requiring the buyer to confirm in writing, at defined intervals, that they do not currently contemplate any material changes to the deal terms. A buyer who is planning to re-trade will typically refuse to provide such confirmation, giving the seller an early warning signal.

Confidentiality and NDA Considerations in iGaming

By the time an LOI is signed, most iGaming buyers will have already executed a Non-Disclosure Agreement (NDA) as a precondition for accessing the seller’s Confidential Information Memorandum (CIM) or data room. However, the LOI presents an opportunity to extend or strengthen confidentiality protections, particularly in situations where the buyer is a direct competitor, a company with shared investors, or an entity that operates in overlapping markets.

For iGaming transactions specifically, a supplemental confidentiality agreement should address: non-solicitation of the seller’s key affiliates and traffic partners; non-solicitation of the seller’s VIP player base or account management team; protection of proprietary bonus structures, RTP configuration details, and risk management methodologies; and prohibitions on using the seller’s compliance documentation as a template for the buyer’s own licence applications. This last point is more common than many operators realise, and it is entirely appropriate to address it explicitly.

Legal Transaction Structure: Asset Sale vs. Licence Transfer

The legal structure of an iGaming acquisition is more complex than in most other industries, primarily because of the regulatory treatment of gaming licences. In most regulated jurisdictions, a gaming licence is not automatically transferable, it is granted to a specific legal entity and must either be transferred with regulatory approval, or the acquiring entity must apply for its own licence. This has significant implications for how the LOI is structured.

In a share sale (stock purchase), the buyer acquires the entire legal entity that holds the licence, inheriting all of its historical liabilities but avoiding the need for a formal licence transfer application. This structure is typically preferred by sellers for its tax efficiency and by buyers when regulatory transfer timelines would be prohibitively long.

In an asset sale, the buyer acquires specific assets, the domain, the player database, the software agreements, the brand, but not the legal entity itself. The buyer must then either use their own existing licence to operate the acquired assets, or apply for a new licence in the target jurisdiction. For sellers, an asset sale is typically less tax-efficient and more complex to unwind, as each asset must be individually transferred.

The LOI should specify the intended legal structure of the transaction. If the structure is conditional on regulatory approval, which it often is in jurisdictions like Malta, Gibraltar, and the UK, the LOI should include this as a formal condition precedent, along with a realistic timeline for regulatory review and agreed obligations on both parties to pursue the approval actively.

Earnout Provisions in iGaming Deals

Earnouts are common in iGaming M&A, particularly when there is a valuation gap between buyer and seller, or when significant revenue uncertainty exists, for example, in markets where regulatory changes are pending, or where the business is in a growth phase and historical data is limited. The buyer offers a lower upfront payment and ties a portion of the purchase price to future performance metrics.

For iGaming businesses, earnout metrics typically include monthly GGR or NGR above a threshold, the number of First-Time Depositors (FTDs) registered per month, player lifetime value calculations, or the retention of specific high-value affiliate partnerships. The challenge with earnout provisions, and the reason they are frequently contentious, is that the seller is no longer in control of the business during the earnout period. The buyer’s decisions about marketing spend, bonus strategy, game content, and payment method availability will all directly affect the metrics on which the earnout is calculated.

A well-drafted iGaming LOI should specify the earnout period (typically 12 to 36 months), the exact calculation methodology for the earnout metric, the buyer’s obligations to continue operating the business in a manner consistent with achieving the earnout, any anti-dilution protections for the seller (preventing the buyer from artificially suppressing metrics), and the payment and dispute resolution mechanics. Leaving these details to the purchase agreement virtually guarantees a less favourable outcome for the seller.

Escrow and Holdback Mechanics

It is standard practice in iGaming acquisitions, as in most M&A transactions, for a portion of the purchase price to be held in escrow following the closing. This escrow serves as a fund against which the buyer can make indemnification claims for breaches of the seller’s representations and warranties. In regulated online casino transactions, these representations typically cover the accuracy of the financial statements, the status of the gaming licence, the completeness of the compliance record, the accuracy of player liability disclosures, and the absence of material pending litigation or regulatory action.

The typical escrow in an iGaming transaction ranges from 10% to 20% of the purchase price, held for 12 to 24 months. The LOI should address whether an escrow will apply, the approximate amount, the release schedule, and whether the escrow is the buyer’s sole remedy for post-closing claims. Sellers should resist open-ended indemnification obligations and push for a cap on the buyer’s total claims (typically equal to the escrow amount) and a minimum claim threshold (basket) below which individual claims cannot be pursued.

Representations, Warranties, and Regulatory Risk

Representations and warranties in iGaming purchase agreements are significantly more complex than in standard business acquisitions, primarily because of the regulatory environment. Sellers are typically required to represent that the business has been operated in full compliance with all applicable gaming laws and licence conditions; that all marketing activities have been conducted in accordance with responsible gambling requirements; that the KYC and AML procedures have been properly maintained; that all player data has been handled in compliance with applicable data protection laws (GDPR in European jurisdictions); and that there are no pending or threatened regulatory investigations, licence suspensions, or enforcement actions.

While most LOIs simply state that reps and warranties will be ‘customary for a transaction of this nature,’ sellers should be aware that what is ‘customary’ in iGaming is broader and more onerous than in most other industries. An experienced iGaming M&A advisor, like those at CasinosBroker.com, can help sellers understand the scope of likely reps and warranties before signing the LOI and identify any areas of potential exposure that should be addressed proactively.

Conditions, Covenants, and Contingencies

Every iGaming LOI will include a set of conditions that must be satisfied before the transaction can close. These typically include: successful completion of due diligence to the buyer’s satisfaction; receipt of all required regulatory approvals (for the licence transfer or change of control); consent from key commercial counterparties (software providers, payment processors, major affiliates); the absence of any material adverse change in the business between signing and closing; and the execution of the definitive purchase agreement.

The covenants section of the LOI addresses how the seller is expected to operate the business during the period between LOI signing and closing. Standard covenants require the seller to continue operating in the ordinary course of business, maintaining marketing spend, honouring existing affiliate agreements, continuing normal customer support operations, and not making any material changes to the platform without the buyer’s consent. For online casino operators, this also typically means not materially changing the bonus structure, not withdrawing from key markets, and not entering into new long-term contracts without buyer approval.

A financing contingency is common in iGaming acquisitions, particularly where the buyer is an individual, a small operator, or a private equity fund that must raise co-investment capital. The risk for sellers is that a financing contingency is effectively a blanket exit option for a buyer who decides to walk away after conducting due diligence. Wherever possible, sellers should push for a financing commitment letter within 30 days of LOI signing and should require that the contingency expire at that point.

Seller’s Post-Closing Role

The seller’s ongoing role after closing is a critical, and often overlooked, element of iGaming LOI negotiations. In many online casino acquisitions, the buyer requires the founder or management team to remain with the business for a transition period of 6 to 24 months. This is particularly true in affiliate-driven businesses, where the seller’s personal relationships with traffic partners are a key value driver, and in VIP-focused casinos, where high-value players may have personal relationships with the operator’s team.

If you are expected to remain with the business post-closing, the key commercial terms of your employment or consulting agreement, including salary, performance bonus, scope of responsibilities, and notice period, should be agreed in principle before you sign the LOI. Leaving these to be negotiated after you have signed exclusivity places you at a significant disadvantage. If you do not wish to remain with the business at all, you should make this clear upfront and seek buyers whose operational model does not depend on your continued involvement.

5. The LOI Negotiation Process: Step by Step

In the vast majority of iGaming M&A transactions, the buyer prepares and submits the initial draft of the LOI. This is a structural advantage for the buyer: the party who drafts the first version of any agreement frames the negotiation. As a seller, you should always read the initial draft as an opening position, not a balanced proposal, because it rarely is.

The negotiation process typically involves two to four rounds of mark-ups, exchanged in Microsoft Word with tracked changes. Each round should be accompanied by a phone call or video call between the principals or their advisors, to ensure that the motivations behind each requested change are understood. Many LOI negotiations fail not because of irreconcilable commercial differences, but because of miscommunication about the intent behind a clause.

The typical timeline from initial LOI submission to signing ranges from one to three weeks for simpler transactions and three to five weeks for complex regulated casino deals. Sellers who are represented by an experienced iGaming M&A advisor, as opposed to a general corporate lawyer with limited sector experience, consistently achieve better outcomes in LOI negotiations, both in terms of deal terms and in terms of the speed at which an agreement is reached.

One final note on process: some iGaming buyers, particularly larger strategic acquirers and private equity funds, prefer to bypass the LOI stage entirely and move directly to a purchase agreement, arguing that this saves time. While this approach is occasionally appropriate (for example, where the buyer has already conducted extensive diligence through other means), sellers should be cautious. Without an LOI, you have no exclusivity in your favour, no agreed price framework, and no roadmap for the transaction. The LOI process, when navigated correctly, protects the seller as much as it protects the buyer.

6. Common Mistakes iGaming Sellers Make in LOI Negotiations

Having facilitated numerous iGaming M&A transactions at CasinosBroker.com, we have observed a consistent set of errors that sellers make during the LOI phase. Awareness of these mistakes is the first step toward avoiding them.

The most pervasive error is signing the LOI too quickly. Sellers who are eager to see the transaction progress, or who are emotionally exhausted from years of building the business, often treat the LOI as a formality and rush through negotiations. This is exactly what sophisticated buyers are hoping for. Take the time to negotiate every material term, even if it means a few extra days of back-and-forth.

A closely related mistake is accepting vague or undefined terms. In iGaming, ambiguity is the buyer’s best friend. Whether it is a loose definition of ‘Net Gaming Revenue’ in an earnout clause, an undefined ‘ordinary course of business’ standard in the covenants, or a silent LOI on working capital methodology, every undefined term will be resolved in the purchase agreement, by the buyer’s lawyers.

Sellers also frequently agree to excessively long exclusivity periods. A 90-day exclusivity period may feel reasonable if the deal closes on time. But if due diligence drags, if the regulatory approval takes longer than expected, or if the buyer begins to re-trade, that 90-day period can become a 150-day period, and by the end of it, you will have lost significant negotiating leverage and market momentum.

Finally, many sellers neglect to prepare for due diligence before the LOI is signed. The faster and more cleanly you can provide due diligence materials, financial statements, licence documentation, compliance records, affiliate agreements, game supplier contracts, the shorter the due diligence period will be, and the less time you will spend locked in exclusivity. At CasinosBroker.com, we prepare our seller clients for due diligence as an integral part of the transaction preparation process, well before the LOI is signed.

7. Frequently Asked Questions

Q1. What is a Letter of Intent in an iGaming M&A transaction?

A Letter of Intent (LOI) is a preliminary agreement between a buyer and a seller that outlines the major commercial terms of a proposed acquisition, including the purchase price, the assets being acquired, the transaction structure, and the conditions for closing. In iGaming deals, the LOI also typically addresses licence transfer mechanisms and regulatory approval conditions. It is non-binding on most substantive terms but creates binding obligations around exclusivity, confidentiality, and due diligence access.

Q2. How is the purchase price for an online casino typically expressed in an LOI?

Online casino valuations in LOIs are most commonly expressed as a multiple of EBITDA (typically 3x to 8x for mid-market operations), a multiple of monthly or annual GGR/NGR, or a blended formula incorporating both financial performance and player database metrics. The LOI should ideally express a fixed purchase price rather than a range or formula to prevent post-signing price erosion.

Q3. What is the typical exclusivity period in an iGaming LOI?

For most iGaming asset sales and online casino acquisitions, an exclusivity period of 30 to 45 days is appropriate. Regulated casino transactions requiring regulatory approval may justify a slightly longer period of up to 60 days. CasinosBroker.com advises sellers to resist any exclusivity period exceeding 60 days and to include buyer milestone obligations as conditions for maintaining exclusivity.

Q4. What happens if a gaming licence cannot be transferred to the buyer?

If a gaming licence cannot be transferred, because the jurisdiction requires the buyer to apply for a new licence rather than accepting a transfer of the existing one, the LOI should include this as a formal condition precedent to closing. Both parties should agree on who bears the cost of the new licence application, what happens to the existing business during the regulatory review period, and what the procedure will be if the application is denied.

Q5. Do I need to disclose the sale to my payment processors or software providers when signing an LOI?

This depends on the terms of your individual agreements. Many payment processor agreements and software licence agreements contain change-of-control provisions that require advance notice, and in some cases, prior consent, for any sale or transfer of the business. Before signing an LOI, you should review all material commercial agreements for such provisions and factor their requirements into the transaction timeline. Your M&A advisor should assist with this review.

Q6. What is an earnout, and when is it appropriate in an iGaming deal?

An earnout is a deferred payment mechanism in which a portion of the purchase price is tied to the post-closing performance of the business. In iGaming, earnouts are appropriate when there is a significant valuation gap between buyer and seller, when the business is in a high-growth phase with limited historical data, or when the seller’s continued involvement is considered essential to revenue performance. Earnouts should be carefully structured to define the exact performance metric, the measurement period, the buyer’s operational obligations during the earnout period, and anti-manipulation protections for the seller.

Q7. What is ‘working capital’ in the context of an online casino sale, and why does it matter?

Working capital in an iGaming context includes player balances (a liability), bonus liabilities, payment processor reserves, accounts receivable from affiliates, and short-term payables to software and game suppliers. Because player balances and bonus exposures fluctuate daily, the LOI must specify a clear working capital target, a measurement date, and a precise methodology for calculating each component. A poorly defined working capital clause is one of the most common sources of post-closing disputes in online casino transactions.

Q8. Can the buyer walk away after signing an LOI?

Yes, because most LOI provisions are non-binding. The buyer can walk away at any point, subject to the binding provisions (typically confidentiality and exclusivity obligations). However, buyers who walk away without good reason may face reputational consequences in the relatively small iGaming M&A community. More importantly, sellers can protect themselves by including milestone obligations in the LOI that require the buyer to demonstrate ongoing commitment at defined intervals, for example, providing a financing commitment letter within 30 days.

Q9. Should I use a general corporate lawyer or an iGaming-specialist advisor for LOI negotiations?

We strongly recommend working with advisors who have direct experience in iGaming M&A. A general corporate lawyer may be experienced in deal structures and LOI mechanics, but iGaming-specific knowledge, of gaming licence regimes, payment processor agreements, software supplier contracts, bonus liability accounting, and regulatory approval processes, is essential for negotiating an LOI that adequately protects your interests in this sector. CasinosBroker.com provides iGaming-specialist M&A advisory services to both buyers and sellers across the full transaction lifecycle.

Q10. What should I do to prepare for iGaming LOI negotiations?

Preparation is the single most effective tool for a seller entering LOI negotiations. You should have your financial statements professionally prepared and normalised (with clear add-backs to EBITDA), your licence documentation in order, your key commercial agreements reviewed for change-of-control provisions, your player liability and bonus exposure quantified, and a clear view of your realistic walk-away price and deal structure preferences. The better prepared you are, the more confident and effective your negotiating position will be, and the shorter your due diligence period will be, reducing the time you spend locked in exclusivity.

8. Final Thoughts from CasinosBroker.com

The iGaming Letter of Intent is simultaneously the most important and the most underestimated document in any online casino, sports betting, or gaming affiliate acquisition. It establishes the price framework, defines the deal structure, locks in the key commercial terms, and, through the exclusivity clause, fundamentally shifts the negotiating dynamics between buyer and seller.

The sellers who achieve the best outcomes in iGaming M&A are those who take the LOI seriously, negotiate it thoroughly, define every material term they can, and resist the pressure to sign before they are ready. The buyers who win the best transactions are those who know exactly how to use LOI dynamics to their advantage, which is precisely why sellers must be equally well-informed and well-advised.

At CasinosBroker.com, we have guided operators, affiliate businesses, software providers, and platform investors through every stage of the iGaming M&A process. Whether you are considering an exit, evaluating an acquisition target, or simply looking to understand the landscape before making a move, our team is here to provide the specialist guidance that this industry demands.