I wanted to read a real letter of intent . Most of them never become public. The best place I know to see them is the background section of a US merger proxy, where a target has to tell its shareholders, date by date and offer by offer, who proposed what price and on which conditions.
CoreCard's proxy is a good one. I read the background section end to end. CoreCard is a Georgia company that licenses credit card processing software, and Euronet Worldwide agreed to buy it on 30 July 2025, with the proxy filed on 26 September 2025. The background runs from page 41 to page 52. It holds two kinds of non-binding letter, one from Euronet and one from a private company the filing calls Party J.
A letter of intent sets out price, structure and conditions. It rarely binds anyone on price. What it does bind, or leaves unbound, usually matters more than the number on page one, and this file shows that better than any template I have seen.
I keep one paper next to proxies like this. Audra Boone and Harold Mulherin published "How Are Firms Sold?" in the Journal of Finance in 2007. They built their data from the private, pre-public stage of each sale, the stage these sections describe.
Their abstract is blunt. Public bidding, they write, "is only the tip of the iceberg of actual takeover competition". They describe "a highly competitive market where half of the targets are auctioned among multiple bidders, while the remainder negotiate with a single bidder". Target shareholders did about as well in both.
CoreCard sits between those groups. It ran something close to an auction. In the end it negotiated with one serious buyer, and I think it used a second, weaker letter to keep that buyer honest.
The process started long before any letter. On 25 November 2024, the proxy says, CoreCard began "a broad outreach to 29 companies". Its February process letter warned that nothing below an enterprise value of $215m, or a 33% premium to the 30-day average share price, "was likely to be seriously considered".
Euronet replied on 5 March. Its "non-binding indicative offer" proposed an enterprise value of $200m to $220m. The proxy turns that into a price of $230m to $250m. The form of payment was left open, and the offer depended on due diligence, on "entry into a binding merger agreement" and on a five-year non-compete for CoreCard's managers.
That last condition caught my eye. Leland Strange, the chief executive, was 84. He had been president since 1983. A buyer who wants the founder out of the market for five years is buying his knowledge along with the code.
This is the move I would copy. On 24 March, Strange told Euronet that CoreCard "was not likely to grant Euronet transaction exclusivity ". On 2 April the two firms signed a new confidentiality agreement, and the proxy says it "did not contain any transaction exclusivity or standstill provisions".
Most buyers ask for exclusivity first. It is often the only binding clause in an LOI. Without it, Euronet spent months in the data room while CoreCard kept talking to whoever it liked, and that is exactly what happened next.
On 9 April, Party J delivered "a confidential non-binding letter of intent". It proposed a reverse merger. CoreCard was valued at $225m, and Party J valued itself at "between $1.1 billion and $1.9 billion", depending on a funding round still under way, with CoreCard holders taking 15% in cash and the rest in shares.
The board was not impressed. Party J had no audited accounts. The proxy records "the difficulty of evaluating Party J's proposal", and an $800m spread on the bidder's own value tells me how soft that paper was.
Party J kept coming back anyway. On 9 June it offered $225m again, with $33.75m in cash plus a special dividend of CoreCard's own cash, about $25m. On 17 and 18 July it raised the verbal offer to $250m. At the same meetings it cut its own valuation to $1bn.
Diligence ran through April and May. On 23 May Euronet sent a second indication at $210m to $225m, "primarily composed of Euronet Common Stock". The board, the proxy says, "discussed the drop in price range".
Then it fell again. Euronet's first draft merger agreement, sent on 10 June, priced CoreCard at $202.6m to $217.6m, asked for a $15m termination fee and defined a material adverse effect with no exception for losing a customer.
That clause was the hidden price term. Goldman Sachs runs the Apple Card and a General Motors card on CoreCard's software. It made up 62% of CoreCard's 2024 revenue, according to the proxy, and after June 2023 reports that Goldman wanted out of the Apple partnership the share price fell from $25.67 to $15.02 by October 2024.
I suspect the falling ranges were Euronet pricing that customer risk. That is a guess. The filing never says why the range moved, only that the board talked about it.
This part has nothing to do with clauses, but I keep thinking about it. Strange met Euronet's chief executive by chance at a New York conference in November 2024. They met by chance again at a UBS conference in Phoenix in December. Each time, the filing notes, Strange said CoreCard was worth "no less than $250 million, or approximately $30 per share".
He said it in November 2024. He got it in July 2025. Back to the letters.
By early July CoreCard's own share price sat above the price implied by Euronet's offer. On 8 July Strange told Euronet it seemed to have slowed the pace. He said CoreCard would consider cutting off its data room access. On 21 July Euronet said it was considering $250m, or about $30 a share.
The signed deal paid $30 a share in Euronet stock inside a collar , with the exchange ratio floating between Euronet prices of $95.4798 and $107.7997 and capped at 0.3142 shares. The board counted it as "an approximately 14.0% premium" to the $26.31 close on 30 July. The break fee CoreCard would owe fell from Euronet's opening $15m to $7.5m.
The twist sits in the closing filing. CoreCard's 8-K says the merger "was completed" on 30 October 2025. Each share became "0.3142 shares" of Euronet stock.
That is the maximum ratio. Under the proxy's formula it applies only when Euronet's 15-day average price is at or below $95.4798, so the value per CoreCard share at closing was probably below the $30 headline. I have not calculated the exact figure. I did not pull Euronet's daily prices for those fifteen days, and I would rather say so than guess a number.
I took three things from these twelve pages. First, the price in an indicative offer behaves like a ceiling: Euronet's range fell twice after diligence and only rose when the market and a rival letter pushed it.
Second, refusing exclusivity has value. CoreCard kept Party J in the room for four months, even though the board never trusted Party J's numbers. Third, the terms that decide value often sit outside the headline price, in the customer-loss carve-out, the break fee and the collar.
I do not know how much of the final $30 came from Party J and how much from CoreCard's rising share price. The proxy lists both and does not weigh them. Boone and Mulherin would say private competition did the work. I think they are right, and it still bothers me that I will never learn what Party J was worth.