I would just add that while the main purpose of Letter of Intent is usually to set aside some period of time during which the parties agree to negotiate exclusively, it may contain some additional items that indicate that there's some there there. For example, they'll usually contain some confidentiality provisions that allow the parties to exchange data, especially about finances, that they may not otherwise want to do (or could serve as a predicate for a separate confidentiality agreement). Without that data, they can't complete their due diligence or get very far in negotiations. They may also include the outlines of the material terms. It's not binding as to those items, but the parties may set out of some of the basic grounds about which they're going to negotiate. That may seem like not such a big deal, but it's often interesting to see how just setting some terms to paper, even in a somewhat general sense, causes issues to surface that you don't see in more informal discussions. Sometimes, the parties may also have the first draft of a term sheet ready and will reference it in the LOI as the starting point for negotiations. The LOI doesn't really commit the parties to anything more than going forward with negotiations. But you don't usually sign - and announce the LOI - unless you're pretty confident that you can get a deal. It may not work out, but it's a significant step that formalizes the process and starts transforming "discussions" into more tangible language for the definitive agreements.