IOIs vs LOIs...
November 17, 2025
by a professional in Windermere, FL 34786, USA
I get a lot of questions about "IOIs" vs. "LOIs".
IOI = Indication of Interest
LOI = Letter of Intent
An IOI is a very short document that typically includes only the proposed price and a few other key terms.
An LOI is a several-page document that includes the price and other core terms, such as binding exclusivity during the due diligence period.
In the lower-middle market, use an IOI only if you need to quickly gauge price alignment.
Otherwise, it almost always makes sense to proceed directly to an LOI.
from Northwestern University in Chicago, IL, USA