Engaging potential minority investors - before or after LOI?

December 08, 2025

by a searcher from Massachusetts Institute of Technology - MIT Sloan School of Management in Boston, MA, USA

Hi, I have had a few conversations with potential minority investors, but not begun trying to solidify anything yet. Is there value in developing that farther before a signed LOI, so that you aren't standing still when that happens? My sense was, absent a very specific deal box, things feel a bit too abstract to invest a lot of cycles in investor discussions before an LOI or concrete PPM is in place. But I'd appreciate any thoughts to the contrary or affirming this. TY

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Reply by a searcher
in Portland, OR, USA

Jamie, I would advise you to have a list of people you know invest in these types of deals (i.e. self-funded search) who have given you a "sure I'd love to be on your cap table" or people you absolutely trust to commit funds (e.g. "my word is my bond"). If you don't already - reach out and find them. I will also advise you to get some basic info together on what you plan to offer to investors as target criteria. For example - what terms for their money do you expect to offer? Are you hoping to return 3x MOIC, are you expecting to offer 10% Pref, but if IRR goes below 30%, will you pump that preferred return up? Think through these things, provide a blanket NDA, get a sheet prepared and make this part of your search file. Go back to it and check-in with these people regularly, too. For example, I may be a good investment partner, but what happens if it's Q3, 2026 and I've deployed all of my investment capital for the year - at exactly the time you need a $50k check!

Reply by an investor
from New York University in New York, NY, USA

As an investor, I welcome intro calls with self-funded searchers. I think it’s beneficial for searchers to build their network and also to understand what investors are looking for so that, when a deal gets serious, they have relationships they can reach out to as a starting point. I don’t think it makes sense to reach out to hundreds of investors, but I do think building some relationships early is helpful. Certain investors might also be helpful as sounding boards to discuss deals even pre-LOI.

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