The letter of intent, which is non-binding except for confidentiality and no-shop provisions, contemplates a purchase price of $38 million at closing, plus deferred consideration in the form of an earn out of up to $3 million based on 2014 performance, subject to certain closing and post-closing purchase price adjustments. The transaction remains subject to completion of due diligence, agreement on a definitive purchase agreement and other customary closing conditions. The parties anticipate that definitive documents will be signed and closed on or about Nov. 1. Inventure will fund the purchase price from a new senior syndicated credit facility that will be funded prior to closing. The transaction, if consummated, is anticipated to be immediately accretive to earnings.