SHOP 1031
The LOI engine

The letter writes itself.

Every property is already underwritten to your exchange. When the offer is right, the letter of intent comes out as a real letter, dated and addressed, with the purchase price and the terms carried straight through from the numbers you set. You review it, you change anything, and you send it, or hand it to your broker to send.

See the letter Start your exchange
A real letter, and what a counter moves

Set the price and the letter writes itself: brand letterhead, a dated recipient block, the numbered terms, a signature block. Then model a counter and read the change in your cash. The lease economics convey with the building, so the rent, the escalations, the cap, and the tenant credit are never on a counter. Parties below are an anonymized demo.

Your exchange equity, fixed$1,398,000
Debt you must replace, minimum$1,747,500
ENTRANCEDebt, derived: $2,097,000, a 60.0 percent loan to value

The purchase price carries straight through to the letter: $3,495,000.

The 1031 Experts
via the Shop 1031 Professional Broker Network
July 21, 2026
Centennial Commercial Partners
Re:Letter of Intent7820 Centennial Pkwy, Henderson, NV 89014

Dear Sir or Madam,

On behalf of Mountain Brew Acquisitions LLC, a Nevada LLC ("Buyer"), we have been authorized to present this non-binding proposal to the Seller's representative on behalf of Henderson Family Trust ("Seller") for the Sale of the building known as 7820 Centennial Pkwy, Henderson, NV 89014 (the "Building") under the following terms and conditions:

  1. PURCHASE PRICE$3,495,000
  2. BUILDING7820 Centennial Pkwy, Henderson, NV 89014. A commercial building of approximately 2,400 square feet on a parcel or parcels of approximately 0.78 acres, legally known as APN(s): 178-31-410-007.
  3. EARNEST MONEY$35,000 deposited into escrow. Said Earnest Money to be non-refundable upon removal of contingencies.
  4. CONTINGENCY PERIODForty-five (45) days
  5. CONTINGENCY ITEMSBuyer is purchasing the Property on an "As-Is" basis, and shall have Forty-five (45) days to perform Due Diligence on the Property, during which time Buyer shall have the right to cancel escrow for any reason.
  6. PRORATIONSProperty taxes, rents, and operating expenses prorated as of Close of Escrow.
  7. CLOSE OF ESCROWClose of Escrow shall occur within Thirty (30) days after the expiration of contingencies.
  8. DELIVERY CONDITIONSThe Property shall be delivered subject to the existing tenancy, in broom-clean and debris-free condition as to all areas not subject to the lease.
  9. LOAN CONTINGENCYThis offer is contingent upon Buyer obtaining acceptable financing within Thirty (30) days of the opening of escrow.
  10. 1031 EXCHANGEBuyer and Seller agree to cooperate with one another in their respective Section 1031 tax-deferred exchanges, at no cost or liability to the cooperating party.
  11. ESCROW/TITLEBuyer shall designate the escrow and title companies; as an exchange Buyer, Buyer may name its own escrow and title to facilitate the exchange. Seller shall pay one-half of escrow fees, a standard ALTA title policy, recordation, and transfer taxes. Buyer shall pay one-half of escrow fees, all loan fees, and all other standard costs and expenses.
  12. BROKERAGEThe 1031 Experts, via the Shop 1031 Professional Broker Network is broker of record for the Buyer, acting on behalf of the Buyer. The Seller is represented by the Seller's broker. Brokers to be paid a 2.5% commission through escrow, split 50/50.
  13. EXPIRATIONThis Letter of Intent shall be valid for seven (7) days after receipt by the Seller's agent, after which it shall become null and void.
  14. CONFIDENTIALITYBuyer and Seller agree the transaction shall remain confidential; neither party shall release any information to any third party regarding price, terms, or the identity of Buyer or Seller.

It is understood and agreed that this proposal shall serve merely as a general outline of potential provisions which may be included in a Purchase and Sale Agreement ("PSA"), subject to further negotiation and inclusion in a PSA that may be executed by the parties. Neither Seller nor Buyer shall have any obligation resulting from this proposal, and neither Seller nor Buyer shall incur any obligation or liability to the other until and unless a PSA is executed and delivered by both parties.

If the foregoing is acceptable, please execute and return one copy of this letter to our attention.

We look forward to completing an expeditious sale.

Sincerely,
The 1031 Experts, via the Shop 1031 Professional Broker Network
Broker of Record
CA DRE #02099999
The 1031 ExpertsPage 1 of 2
Terms that move your cash

These reprice off your fixed exchange equity. The readout under each card is the change in dollars, computed from the same engine as the letter.

Purchase price

The deal term

Model a counter on price. Your equity stays fixed, so the debt and the cash flow move, not your cash in.

Countered price$3,495,000
At the letter price of $3,495,000.
Cash in
no change
Year-one cash flow
no change
Cash at sale
no change

Closing-cost allocation

Cost split

Who carries title and escrow at close. A one-time line, estimated at about 0.6 percent of price for the splittable half.

The standard open: each side carries its own half. Estimated

Cash in
no change
Year-one cash flow
no change
Cash at sale
no change
Terms that shift protection, not price

These set how much room and how much certainty you carry. They do not change your cash, so the readout holds. The rent, the escalations, and the cap are not here: they convey with the building.

Earnest money

At risk
Deposit1.0% = $35,000
Goes hard when you waive your contingencies, not before. The same money applies to the price at close.
Cash in
no change
Year-one cash flow
no change
Cash at sale
no change

Due-diligence period

Your window
45 days

More room to inspect and cancel for any reason; tighter to read as the stronger offer.

Cash in
no change
Year-one cash flow
no change
Cash at sale
no change

Closing date

Timing
30 days after

Close sooner to fit the 180-day exchange clock, or later for financing to land.

Cash in
no change
Year-one cash flow
no change
Cash at sale
no change

Contingency waiver

Removal

You approve each contingency in writing; silence does not waive it. The buyer-protective default.

Cash in
no change
Year-one cash flow
no change
Cash at sale
no change

Condition of sale

Warranties

You take the building as it stands, with full diligence to find what that means.

Cash in
no change
Year-one cash flow
no change
Cash at sale
no change

Holdback

Escrow retention

A slice of the seller's proceeds held in escrow past close until a named condition is met, an estoppel or a repair. Your money is unaffected; your protection is not.

Cash in
no change
Year-one cash flow
no change
Cash at sale
no change

Every figure is your cash, anchored to the $1,398,000 of fixed exchange equity. Closing-cost figures are estimates, marked as such; the price figures come straight from the engine.

When you are ready, the letter is one step from the underwriting.

Start your exchange Through to the PSA