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Indication of Interest

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In the realm of mergers and acquisitions, an Indication of Interest (IOI) is a preliminary document submitted by a potential buyer to express their interest in acquiring a business. It serves as a formal indication of the buyer’s intentions and outlines key terms and conditions for further negotiations.

In this blog post, we will explore the information typically listed in an Indication of Interest.

Buyer’s Identity and Contact Information:

The IOI begins by clearly identifying the potential buyer, including the individual or company name, address, and contact information. This section ensures that the seller can easily identify and communicate with the interested party.

Purchase Price and Payment Terms:

One of the critical elements of an IOI is the proposed purchase price and the accompanying payment terms. The document outlines the buyer’s preliminary offer, including the purchase price and whether it will be a cash transaction, financed through debt, or a combination of both. The IOI may also specify any proposed adjustments to the purchase price, such as earnouts or contingent payments, based on future performance.

Structure of the Transaction:

The IOI provides an overview of the proposed transaction structure. It outlines whether the buyer intends to acquire the entire business, specific assets, or a controlling stake in the company. Additionally, the document may address any proposed conditions, such as the assumption of liabilities, retention of key employees, or other specific requirements related to the transaction’s structure.

Due Diligence:

The IOI typically includes a section outlining the buyer’s intention to conduct due diligence on the target company. Due diligence involves a thorough investigation of the business’s financial, operational, legal, and commercial aspects. The IOI may specify the scope and timeline of the due diligence process, as well as any limitations or conditions associated with it.

Financing and Conditions:

This section of the IOI addresses the buyer’s financing arrangements and any conditions that must be met for the transaction to proceed. It may outline whether the buyer has secured financing commitments from lenders or other financial institutions. Furthermore, the document may include conditions related to regulatory approvals, legal clearances, or other contingencies that need to be satisfied for the deal to proceed.


To protect sensitive information, the IOI includes a confidentiality provision. It ensures that the buyer will treat all information shared by the seller as confidential and will not disclose it to third parties without proper authorization. This provision emphasizes the importance of maintaining confidentiality during the negotiation process.

Timelines and Exclusivity:

The IOI may outline proposed timelines for completing the transaction, including key milestones such as the signing of a definitive agreement and closing. It may also include a provision for exclusivity, where the seller agrees not to engage in discussions or negotiations with other potential buyers during a specified period. Exclusivity provisions provide the buyer with an exclusive window to conduct due diligence and finalize the terms of the transaction.

Required Approvals:

In some cases, the IOI may highlight any required approvals or consents needed to complete the transaction successfully. This could include regulatory approvals, shareholder approvals, or consents from key stakeholders. By identifying these approvals upfront, the buyer signals their understanding of the potential regulatory or legal hurdles and their willingness to navigate them.

An Indication of Interest serves as an initial step in the process of acquiring a business. It outlines the buyer’s interest, proposed purchase price, payment terms, and other key conditions. By including crucial information, the IOI provides a foundation for further negotiations and due diligence. The IOI sets the stage for deeper discussions between the buyer and the seller, leading to the potential formation of a definitive agreement and the eventual completion of the transaction.


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This content not reviewed by FINRA

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