For buyers
Letter of intent guide
Federal and state law current as of September 2026 — verify with counsel.
Key takeaways
- As of September 2026, medical marijuana is Schedule III; adult-use remains Schedule I (Federal Register 2026-08176 and pending hearing).
- 280E still hits adult-use SG&A; medical books may take ordinary deductions — apportion dual licenses.
- SBA loans are unavailable for plant-touching targets (SOP 50 10 8).
- Deals close on regulatory approval; control does not move early.
- Single-store commentary multiples of about 3x–6x EBITDA are trade ranges, not appraisals (2025–2026 commentary).
Letter of intent guide is a buyer-side eligibility and verification problem. A cheap license you cannot own, finance, or operate at that address is not an acquisition. It is a legal bill. This page is written for buyers and for more than one license class. It is not legal or tax advice.
Treat Letter of intent guide as a state-license file with a federal tax and banking overlay. Schedule III medical relief is real for qualifying activity and irrelevant to an adult-use-only book. Hemp SKUs face CRS IN12620 on the 2026 hemp definition on 12 November 2026. Do not import a 2021 multiple onto that fact pattern.
| Topic | Working rule (verify, September 2026) |
|---|---|
| Audience | buyers |
| License lens | more than one license class |
| Contrast markets | Florida / Oklahoma / Illinois |
| SBA | Unavailable for plant-touching (SOP 50 10 8) |
| Hemp clock | P.L. 119-37 redefinition 12 November 2026 |
| Commentary multiple (not an appraisal) | 4x–43x normalized earnings |
Who should not attempt Letter of intent guide — how should you read this on Letter of intent guide?
A buyer who cannot pass background or residency. An owner inside a holding period. A non-citizen who has not spoken to immigration counsel. USCIS still treats marijuana conduct as a controlled-substance issue.
How HedgeStone treats Letter of intent guide — what belongs on Letter of intent guide?
Jason Taken will say if Letter of intent guide is transferable before anyone writes a CIM. He is a business broker, not an attorney and not a licensed operator. No invented listings, no invented MSO names.
Successor liability sitting under Letter of intent guide — what belongs on Letter of intent guide?
Cannabis tax debt does not vanish because someone chose an asset sale. Clearance certificates and holdbacks exist for Letter of intent guide. See tax holdbacks.
Banking after Letter of intent guide — what belongs on Letter of intent guide?
FinCEN FIN-2014-G001 is still the SAR frame. A new owner who assumes the seller’s bank will keep the account is guessing. Model cash handling until the successor account is real.
When to walk away from Letter of intent guide — how should you read this on Letter of intent guide?
If the license is locked, the city will not host the buyer, the books cannot be rebuilt, or the hemp catalog dies in November 2026, the honest answer is stop. Letter of intent guide is not improved by optimism.
Partner and dispute uses of Letter of intent guide — why does this change Letter of intent guide?
Buyouts and shareholder fights still need a method, not a slogan. Label ranges. Do not pretend a liquor-store rule prices Letter of intent guide.
Inventory and biomass on Letter of intent guide — what breaks Letter of intent guide?
What is on the floor at close has to match the state system. Failed tests and unsold canopy are price, not atmosphere. Count it.
Real estate attached to Letter of intent guide — why does this change Letter of intent guide?
The building can be the deal or the trap. No cannabis-use clause means Letter of intent guide cannot operate after assignment. Sale-leasebacks are capital, not magic.
Social-equity paper inside Letter of intent guide — how should you read this on Letter of intent guide?
Eligible-transferee rules and holding periods are deal terms. Letter of intent guide that ignores them is a letter, not a close. See social-equity locks.
Distressed paths near Letter of intent guide — what should you verify for Letter of intent guide?
Receiverships and ABCs exist because chapter 7 and 11 are generally closed to domestic plant-touching debtors. If Letter of intent guide is already in a fiduciary process, price the claims, not last year’s CIM.
The first cut on Letter of intent guide — what breaks Letter of intent guide?
Letter of intent guide is decided before a teaser goes out. buyers who start with a hoped-for multiple skip whether the paper can move. Florida and Oklahoma do not share a packet. more than one license class is the lens.
Records that prove Letter of intent guide — what should you verify for Letter of intent guide?
Rebuild Letter of intent guide from track-and-trace, tax filings, the lease cannabis-use clause, and a cap table that matches the application. A vanity P&L is a brochure. Buyers spend after-tax cash.
Florida habits that fail on Letter of intent guide — how should you read this on Letter of intent guide?
Copying a Florida habit into Oklahoma is how Letter of intent guide dies in review. Illinois is the third check. Published locks (Maryland converted control through 1 July 2028; New Jersey majority changes; California non-assignment) only apply if the premises sit there.
Cash after tax on Letter of intent guide — what should you verify for Letter of intent guide?
Illustrative only: $366,000 of pre-280E earnings can shrink hard on an adult-use book. Medical Schedule III relief after 28 April 2026 is a slice, not a slogan. Dual shops apportion. IRC §280E is the citation.
Cited sources that govern Letter of intent guide: FinCEN FIN-2014-G001 remains the SAR frame banks actually use. SBA SOP 50 10 8 keeps plant-touching targets out of 7(a) and 504, including medical. SAFE Banking Act of 2026, S.4942 and H.R.9471 were introduced in 2026 and are not law. Hemp SKUs must be read against CRS IN12620 on the 2026 hemp definition and CRS IF13136; the redefinition date is 12 November 2026.
What to bring to the intro call — why does this change Letter of intent guide?
Book twenty minutes with Jason Taken at HedgeStone Business Advisors. For Letter of intent guide, bring the license class, the state, the local authorization status, and whether a buyer or target is already in the room. There is no form on this site and no invented listing book. He is a business broker, not an attorney and not a licensed cannabis operator.
Related pages for Letter of intent guide — what belongs on Letter of intent guide?
Read zoning diligence next if that file is open on Letter of intent guide. track-and-trace revenue is the companion page when Letter of intent guide needs that angle. Keep buy pillar in the working set for Letter of intent guide. Read true party of interest next if that file is open on Letter of intent guide. buyer red flags is the companion page when Letter of intent guide needs that angle. Keep non-SBA financing in the working set for Letter of intent guide. Read ownership eligibility next if that file is open on Letter of intent guide. diligence checklist is the companion page when Letter of intent guide needs that angle.
Summary on Letter of intent guide — how should you read this on Letter of intent guide?
Letter of intent guide turns on approval, after-tax cash, and the license class. Federal law current as of September 2026 is a schedule split, not a green light. Verify every rate, cap, and clock with counsel.
Which public sources belong on this file?
Cite USCIS Policy Manual, U.S. Treasury, DEA drug scheduling, DEA diversion schedules. A forum post is not a substitute.
How should a buyer screen this Oregon target?
Buyers who tour first waste months. Run eligibility, local host status, and track-and-trace before a site walk. SBA SOP 50 10 8 will not finance plant-touching. Commentary 3x–33x is not a bid. Arizona and Oregon are different buyboxes; New York is the third check. The job is to reconcile the target, not to fall in love with the storefront.
| Buyer screen | Fail if |
|---|---|
| Eligibility | Residency or TPI issue |
| Local host | Opt-out or dead CUP |
| Books | Track-and-trace mismatch |
| Capital | SBA assumed |
Which eligibility traps hit before a tour?
Buyers who tour first waste months. Run eligibility, local host status, and track-and-trace before a site walk. SBA SOP 50 10 8 will not finance plant-touching. Commentary 6x–63x is not a bid. Massachusetts and Washington are different buyboxes; Florida is the third check. The job is to stage the target, not to fall in love with the storefront.
| Buyer screen | Fail if |
|---|---|
| Eligibility | Residency or TPI issue |
| Local host | Opt-out or dead CUP |
| Books | Track-and-trace mismatch |
| Capital | SBA assumed |
How should buyers spend diligence days?
Buyers who tour first waste months. Run eligibility, local host status, and track-and-trace before a site walk. SBA SOP 50 10 8 will not finance plant-touching. Commentary 5x–53x is not a bid. New York and Virginia are different buyboxes; California is the third check. The job is to underwrite the target, not to fall in love with the storefront.
| Buyer screen | Fail if |
|---|---|
| Eligibility | Residency or TPI issue |
| Local host | Opt-out or dead CUP |
| Books | Track-and-trace mismatch |
| Capital | SBA assumed |
Which capital will not appear?
Buyers who tour first waste months. Run eligibility, local host status, and track-and-trace before a site walk. SBA SOP 50 10 8 will not finance plant-touching. Commentary 4x–43x is not a bid. Florida and Oklahoma are different buyboxes; Illinois is the third check. The job is to normalize the target, not to fall in love with the storefront.
| Buyer screen | Fail if |
|---|---|
| Eligibility | Residency or TPI issue |
| Local host | Opt-out or dead CUP |
| Books | Track-and-trace mismatch |
| Capital | SBA assumed |
When should a buyer walk?
Buyers who tour first waste months. Run eligibility, local host status, and track-and-trace before a site walk. SBA SOP 50 10 8 will not finance plant-touching. Commentary 3x–33x is not a bid. California and Pennsylvania are different buyboxes; Michigan is the third check. The job is to lock the target, not to fall in love with the storefront.
| Buyer screen | Fail if |
|---|---|
| Eligibility | Residency or TPI issue |
| Local host | Opt-out or dead CUP |
| Books | Track-and-trace mismatch |
| Capital | SBA assumed |
Frequently asked questions
Can control move before approval?
Not if you want to keep the license. Stage closing and keep any MSA inside what the statute allows. Letter of intent guide is still an agency event.
Will SBA finance a plant-touching purchase?
No. [SBA SOP 50 10 8](https://www.sba.gov/document/sop-50-10-lender-development-company-loan-programs) treats plant-touching marijuana businesses as ineligible for 7(a) and 504, including medical. Letter of intent guide needs another stack.
What does HedgeStone actually do here?
Eligibility pre-screen, confidential match, METRC-aware pricing, and an approval-contingent process. Not a guaranteed price or a guaranteed yes. That is the job on Letter of intent guide.
Is this legal or tax advice?
No. Educational only. Use cannabis-specialized counsel and a 280E-literate CPA. Jason Taken is a business broker, not an attorney and not a licensed operator.
Which records actually prove the story?
Track-and-trace, tax filings, the lease cannabis-use clause, and a cap table that matches the application. A vanity P&L is a brochure when you are underwriting Letter of intent guide.
Who should not attempt this?
A buyer who cannot pass background or residency. An owner inside a holding period. A non-citizen who has not spoken to immigration counsel. Stop before marketing Letter of intent guide.
Sources
- IRC §280E — https://www.law.cornell.edu/uscode/text/26/280E
- Viridian Capital public commentary — Tier 1 U.S. MSO EV/EBITDA ~4.16x (2025 consensus)
- Federal Register 2026-08176 (28 April 2026) — medical / FDA-approved marijuana to Schedule III — https://www.federalregister.gov/d/2026-08176
- FinCEN FIN-2014-G001 — BSA expectations for marijuana-related businesses — https://www.fincen.gov/resources/statutes-regulations/guidance/bsa-expectations-regarding-marijuana-related-businesses
- SBA SOP 50 10 8 (effective 1 June 2025) — marijuana ineligibility — https://www.sba.gov/document/sop-50-10-lender-development-company-loan-programs
- USCIS Policy Manual — https://www.uscis.gov/policy-manual
- U.S. Treasury — https://home.treasury.gov/
- DEA drug scheduling — https://www.dea.gov/drug-information/drug-scheduling
- Congress.gov S.4942 — SAFE Banking Act of 2026 (introduced, not enacted) — https://www.congress.gov/bill/119th-congress/senate-bill/4942
- Congress.gov H.R.9471 — companion SAFE Banking bill — https://www.congress.gov/bill/119th-congress/house-bill/9471
- CRS IF13136 / IN12620 — hemp definition change effective 12 November 2026 (P.L. 119-37) — https://www.congress.gov/crs-product/IN12620