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.