Thoughts? Securing capital pre-LOI vs. post-LOI

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April 16, 2026

by a searcher from California State University, Fullerton - Steven G. Mihaylo College of Business and Economics in Yorba Linda, CA, USA

Newbie questions here -- I’ve been spending more time thinking about capital strategy and keep coming back to two different approaches: 1. Lining up a minority investor (or investors) ahead of time and having some form of committed capital/proof of funds before submitting LOIs 2. Getting a deal under LOI first, then raising capital once you have something concrete I've been seeing a lot of posts here from searchers raising capital post-LOI, sometimes with fairly short timelines to close. It makes me wonder how often that process is actually successful under time pressure, and how often deals fall out of LOI due to not being able to secure funding in time. I can see the argument for going under LOI first. From an investor’s perspective, it’s a lot easier to evaluate a real deal than a large search, and I’d imagine many prefer to engage at that stage rather than committing capital upfront without a specific opportunity. Where I’m getting stuck is around how people balance the risk on both sides: -- Submitting LOIs without fully lined-up capital feels risky from an execution standpoint -- But trying to secure committed capital pre-LOI without a real deal in hand can kind of seem tricky I’d also be curious how people are handling proof of funds when going the "post-LOI route", especially for those who can't self-fund larger deals. For context, I’ve been self-funded so far and am only recently exploring bringing in minority investors, so this is relatively new ground for me (see my other post). For those who have gone through this: -- Which route did you take (pre-LOI capital vs. post-LOI raise)? -- What worked/didn’t work? -- If you were doing it again, would you approach it differently? Appreciate any insight from those with experience on either side.
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Reply by a professional
from American University in Irvine, CA, USA
Hi, @redacted‌. I have had clients who have worked it both ways, and while it is true that knowing you have capital when you need it can help open some doors, for the most part my clients have found it easier to raise investor capital with a specific target in place. Similarly, when they need to put LBO financing together, a solid LOI has been very helpful. A real benefit is if the Buyer will allow you to start some due diligence on a signed LOI that can help in your capital hunt. Having said that, some Buyers require a good faith deposit on a hard LOI, and I would never suggest entering into that without having your capital committed. If you want to speak further about any of this, feel free to DM me here.
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Reply by a searcher
from Vanderbilt University in Santa Barbara, CA, USA
I’ve run into brokers who won’t provide confidential information without proof of funding. Ultimately, any broker or seller should be evaluating financing risk when assessing which offer to choose. I’ve seen searchers provide non-binding IOIs from investors as proof of funding, which has satisfied brokers and sellers in those situations. It will generally be easier to line up a minority investor post-LOI if there’s an existing relationship, even if it’s not a deep one.
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