When to submit an IOI (and when not to)

I get this question a lot, especially from searchers who just started reaching out to brokers: "When should I submit an Indication of Interest?" The short answer is that most deals do not require one. I never submit an IOI unless a broker specifically asks for it. When they do, it's important to understand what the IOI actually is. It's pre-LOI. It includes a price range, not an exact number, without exclusivity. It's really just a gate. The broker is using it to figure out which buyers are serious enough to get access to a management meeting or a site visit. The timing is usually after you sign the NDA, review the CIM, and look at the financials. The buyer prepares it, and the terms you should include are straightforward. Is it okay to talk to the owner before submitting an IOI? Of course. But usually the broker requires the IOI before they will arrange that meeting. You almost have to get past the "what is your valuation?" question first. That's the whole point. If you're spending a lot of time agonizing over your IOI, you are probably focused on the wrong part of the process. Get past it and move toward the LOI, where the real terms get negotiated.