Fig. 01 · Glossary
Letter of Intent (LOI)
Also known as LOI, Indication of Interest, IOI
Definition
A Letter of Intent outlines the proposed terms of a transaction before definitive agreements are drafted. It usually covers purchase price, structure, exclusivity, diligence timeline, working-capital assumptions, rollover, earnout, indemnity concepts, and closing conditions.
LOI is where leverage begins to move. Sellers often treat it as a headline-price document, but the operating details inside the LOI can determine how much of that headline survives diligence.
For tech middle-market companies, the most important LOI issues are not only price. They are structure, working-capital peg, exclusivity, diligence scope, customer-consent risk, IP cleanup, and which operational issues become closing conditions.
Human Renaissance glossary · operator-grade definitions · Research methodology
