How to Write an LOI for an RV Park: Letter of Intent Template and Guide (2026)

What an LOI Is (and Isn't)

A letter of intent is a short, structured document that captures the key terms of a proposed transaction before a formal purchase and sale agreement (PSA) is written. It is almost always non-binding on price and deal terms — meaning either party can walk away without legal consequences if the deal doesn't progress. But specific provisions, such as exclusivity and confidentiality, are typically made binding.

The LOI serves three purposes. First, it signals seriousness. Any seller who has been through the process before knows that a buyer who sends a written offer is more committed than one who keeps "circling back." Second, it aligns expectations before anyone spends serious money on legal fees or due diligence. Discovering a price gap at the LOI stage costs nothing. Discovering it after your attorney has drafted a 40-page purchase agreement costs real money. Third, it gives you the exclusivity period to do your work without the seller talking to other buyers.

What an LOI is not: it is not a purchase contract, it is not legally enforceable on the core deal terms, and it does not obligate you to close. Think of it as the handshake that leads to the contract, documented in writing.

When to Send an LOI

Send an LOI after you have done enough preliminary work to know the deal is worth pursuing, but before you have committed significant resources to due diligence. Specifically:

• You have the trailing 12-month financials (T12) or at minimum 2 years of tax returns. You cannot rationally price a deal without them. If the seller won't share financials at all, that is a red flag — but a light LOI requesting financials as a condition is sometimes used to get sellers to the table.
• You've done a preliminary valuation. You know what you'd pay at an 8%, 9%, and 10% cap rate and what those numbers imply about asking price. Our valuation calculator does this in under two minutes.
• You've had at least one substantive conversation with the seller and there's genuine interest on both sides. Sending cold LOIs to sellers who haven't expressed any willingness to sell is usually a waste of time.
• You haven't inspected utilities, environmental, or title yet. That work happens during the due diligence period that the LOI creates.

The most common timing mistake buyers make is waiting too long. If the seller is talking to you, they may be talking to others. An LOI submitted within 24–48 hours of your preliminary call signals that you move fast and are serious. That matters more than most buyers realize, especially with owner-operators who are evaluating you as a steward of something they built.

Full LOI Template for an RV Park

Below is a proven, investor-tested LOI template for an RV park acquisition. Adapt it to your specific deal. Items shown in blue italics are fill-in placeholders.

Clause-by-Clause Breakdown

Not all LOI clauses carry the same weight. Here is what matters most, what is negotiable, and what can backfire:

How to Structure the Price and Terms

The price you put in the LOI should be grounded in NOI-based math. If you haven't done this analysis, do it before you write a number. Use the formula: Value = NOI / Cap Rate. For most RV park markets in 2026, cap rates run 8–11% depending on quality, location, and size. A park generating $150,000 in verified NOI is worth $1.36M at an 11% cap and $1.87M at an 8% cap. That's a $510,000 range from the same income — which is why cap rate selection matters.

The LOI price is typically your opening position, not your walk-away number. Experienced buyers often offer at the midpoint of their valuation range. If the park's NOI supports $1.2M to $1.5M, offering $1.2M gives you room to move up to $1.35M during negotiation while staying within your underwriting. Our RV park valuation guide covers this in detail.

The most powerful tool in LOI price negotiation is not the number — it's the terms. Sellers frequently accept a lower headline price in exchange for favorable terms:

On off-market deals — where most RV park transactions happen — the seller has never talked to a broker and doesn't have a competing offer for context. Your LOI framing sets the anchor. Come in with math, come in fast, and come in with a deal structure that solves their problem, and you'll close more deals than buyers who simply submit the lowest number.

The Exclusivity Clause: Your Most Important Protection

Imagine this: you spend $3,000 on a Phase I environmental report, $2,500 on a septic inspection, $1,500 on attorney fees reviewing preliminary title, and 40 hours of your time on due diligence — and then the seller calls to say he accepted another offer. This happens. Without an exclusivity clause, you have no recourse.

The exclusivity clause (sometimes called a no-shop provision) is the part of the LOI that is explicitly made binding. It requires the seller not to market the property, solicit offers, or enter into any other purchase agreement during your exclusivity window.

How to Negotiate the Exclusivity Period

• Request length: 30–60 days, matched to your due diligence window. If you're asking for 45 days of due diligence, ask for 45 days of exclusivity.
• Seller pushback: Some sellers resist long exclusivity periods. Counter with: "If we can't get to a PSA in 45 days, something is broken — we'll know quickly."
• Language specifics: The clause should prohibit the seller from soliciting, negotiating with, or accepting offers from other parties.
• What happens at expiration: If you haven't executed a PSA by the end of exclusivity, the clause expires. A hard deadline motivates both parties to move.

LOI Language for Seller-Financed Deals

Seller financing is common in RV park transactions — especially with older owner-operators who benefit from installment income. If you're proposing seller carry, your LOI needs to sketch the key terms clearly enough that the seller can evaluate the offer without the PSA's level of detail.

A seller-financed LOI financing clause should include:

• Down payment amount or percentage. Typically 10–30% on seller-financed deals.
• Interest rate. State a range if uncertain ("5–7% per annum"). Fixed rate is simpler than variable.
• Amortization period. 15–25 years is typical. Longer amortization means lower monthly payment and better cash flow.
• Balloon payment. Many deals include a balloon at 5–10 years, giving the seller certainty and you time to stabilize and refinance.
• Security. The seller holds a first deed of trust on the property as security. Standard and non-negotiable — acknowledge it in the LOI.

For a fuller discussion of seller financing structures, see our guide to buying an RV park with seller financing.

5 LOI Mistakes That Kill Deals

1. Offering a price without running the numbers. If you put $1.2M in an LOI because it "sounds right" and the seller counters at $1.5M, you have no grounded argument. Anchor every LOI price to a specific cap rate applied to verified NOI.

2. Writing an LOI that's 8 pages long. The LOI is not the contract. Long LOIs signal that you don't know what belongs where. Keep it to one or two pages of plain-language terms. Save the detailed reps, warranties, and indemnification for the PSA.

3. No expiration date. An LOI without an expiration sits on the seller's desk indefinitely. Include a 5-business-day expiration. It creates appropriate pressure without being aggressive.

4. Not specifying the due diligence scope. Vague LOIs give sellers the opportunity to slow-walk document delivery. Name what you need: T12, tax returns, rent roll, utility bills, permits, environmental, title, survey access.

5. Skipping the operations restriction clause. Without it, nothing prevents a seller from panic-selling equipment, signing a problem-tenant lease, or making a cap-ex you'd rather not inherit. A small ask with significant protective value.

After the LOI: What Happens Next

Once the seller signs your LOI, the clock starts on three parallel tracks:

Track 1: Legal — Draft the PSA. Engage your commercial real estate attorney immediately. Share the signed LOI and ask them to begin drafting the purchase and sale agreement. Typical PSA drafting takes 1–2 weeks.

Track 2: Due Diligence — Start requesting documents. Send a formal due diligence request list to the seller within 48 hours of LOI execution. Your due diligence clock is already running — don't wait for the PSA. Key documents to request immediately: T12 financials, 3 years of tax returns, current rent roll, utility bills, site plan, permits and licenses, any existing environmental reports.

Track 3: Financing — Begin the lender process. Submit your loan package immediately. SBA 7(a) loans for RV parks can take 60–90 days to close. Conventional commercial loans are typically 30–45 days. Your financing options timeline should be synchronized with your due diligence period so both complete around the same time.

The typical timeline from signed LOI to close on an RV park deal is 90–120 days. Deals move faster with all-cash buyers and simple park structures, slower with SBA financing, environmental issues, or complex title situations. Experienced buyers keep all three tracks moving simultaneously to avoid delays at closing.

For a comprehensive overview of everything that happens between LOI and close, see our RV park due diligence checklist and guide to negotiating an RV park purchase. Also see our RV park financing options guide for SBA and conventional lender details, and our best states to buy an RV park for deal-market context.