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Indication of Interest (IOI)


Indication of Interest (IOI) is a term used in finance to show potential interest in buying securities before their issuance. An investor submits an IOI to demonstrate willingness to partake in a financial transaction, such as an initial public offering (IPO). However, it’s important to note that an IOI is non-binding and doesn’t commit an investor to follow through with the transaction.


Indication of Interest (IOI) phonetics: – Indication: /ˌɪndɪˈkeɪʃn/- Of: /əv/ (in the American accent), or /(ə)v/ in Received Pronunciation [UK]- Interest: /ˈɪntrɪst/ (American), /ˈɪntərɪst/ (UK)- IOI: /ˌaɪəʊˈaɪ/ or /ˌaɪəʊˌaɪˈaɪ/

Key Takeaways

  1. Investor Interest: An Indication of Interest (IOI) is an underwriting expression that denotes an investor’s early interest in a potential investment opportunity, often even before the finalization of associated price details. It’s not a legal obligation, but a preliminary show of interest.
  2. Price Range and Quantity: An IOI generally includes a tentative price range for the securities being sold and the quantity the potential buyer is interested in purchasing. It’s a flexible figure and subject to changes according to the progress of the deal negotiation.
  3. Common in IPOs: IOIs are typically used in the initial public offering (IPO) processes, where underwriters and institutional investors indicate their interest to purchase shares at preliminary stages. It helps in understanding the potential demand, facilitating the price-setting task.


The term “Indication of Interest” (IOI) is crucial in the business/finance world as it serves as a preliminary, non-binding step in transactions such as mergers and acquisitions or securities offerings. It signifies a buyer’s or investor’s initial interest in a sale process or deal. The IOI allows the seller or the issuer of securities to gauge the level of interest in the market before stepping into binding agreements. Hence, this aids in the potential negotiation, decision-making, and deal strategy process. Despite its non-binding status, an IOI carries weight and is seen as a serious intent, supporting the fluidity and efficiency of financial transactions.


The Indication of Interest (IOI) serves an important role in the securities trading industry, particularly in initial public offerings (IPOs), mergers and acquisitions, and private equity transactions. It is used to communicate a tentative interest in a transaction without creating any binding obligation. In the context of an IPO, for instance, an investor uses an IOI to express their potential interest in buying shares. It allows investment bankers to gauge the level of interest in a new issuance and measure the potential demand for the offering. A high level of interest may lead to the pricing of the shares at the higher end of the range, and vice versa.In investment banking, the IOI serves as a crucial step in facilitating a seamless transaction process. A potential acquirer in a merger or acquisition will submit an IOI to signal their preliminary intention to purchase the target company. This informs the selling company of the interested parties and helps to expedite the negotiation process. Similarly, in private equity transactions, an IOI indicates a buyer’s interest in a potential investment opportunity. Overall, the IOI operates as a preliminary expression of interest, allowing both buyers and sellers to facilitate ongoing negotiations and make more informed decisions about potential transactions.


1. Company Acquisitions: Let’s suppose there’s a tech start-up named ZYX Technologies that has been doing really well in the market. A larger technology company, ABC Enterprises, keen on diversifying its business portfolio, may send an Indication of Interest to purchase ZYX Technologies. The IOI would lay out the initial terms of the potential acquisition, such as purchase price, structure of the deal, etc. 2. Investment Banking: In finance, investment banking firms often use IOIs during Initial Public Offerings (IPOs) or other capital raising events. For example, if BigBank is underwriting an IPO for CleanTech Inc., it will send IOIs to institutional investors to gauge their interest in shares of CleanTech Inc. These IOIs allow BigBank to guestimate the demand for CleanTech Inc.’s shares and accordingly set the IPO price.3. Real Estate Transactions: Another common instance where IOIs are implemented is in commercial real estate transactions. For instance, a real estate developer, DreamProjects Inc., may give an IOI for a commercial property that’s up for sale, outlining the proposed price, the intended use of the property, funding sources, and terms of closing the deal. The seller can review this IOI to decide whether to enter negotiations with DreamProjects Inc. or look for other potential buyers.

Frequently Asked Questions(FAQ)

What is an Indication of Interest (IOI)?

An Indication of Interest (IOI) is an initial expression of interest made by an investor or a buyer regarding a potential transaction, such as a purchase of securities or assets. It is non-binding and typically submitted during the initial stages of the acquisition process.

Is an IOI legally binding?

No, an IOI is not legally binding. It indicates the preliminary interest of a potential buyer, but without any commitment to proceed towards the transaction.

When is an Indication of Interest typically used?

An IOI is often used in the early stages of a transaction such as the purchase or sale of a business, a real estate deal, or stock acquisition. It signifies the potential buyer’s serious interest to take forward the discussion.

How is an Indication of Interest different from a Letter of Intent (LOI)?

While both IOI and LOI express an aspiring buyer’s interest in a deal, an LOI is a more formal document that contains more specific details about the proposed transaction. An IOI, on the other hand, is typically less detailed usually indicating valuation range, financing methods, and transaction structure.

What Information is included in an IOI?

An IOI generally contains the name of the potential buyer, the range of price they are willing to pay, a general structure of the deal, how the prospective buyer plans to finance the transaction, and other high-level details.

Can an IOI be revoked?

Yes, given that an IOI is non-binding, it can be changed or withdrawn at any time by the interested party.

Does an IOI guarantee a transaction?

No, the purpose of an IOI is to serve as an initial step in negotiations. It does not guarantee that a deal will be finalized or that terms won’t change during following negotiations.

How confidential is an IOI?

Generally, an IOI is treated with high confidentiality. This ensures the potential buyer can express their interest without causing undue disruption in the transaction process or to the ongoing business operations.

Is an IOI necessary in the financial market?

While it’s not necessary, an IOI is often helpful in the financial market. It helps sellers gauge interest and potential buyers signal their serious intention, facilitating smoother negotiation and transaction execution.

Related Finance Terms

  • Due Diligence: The process of researching and assessing a potential investment opportunity to validate data and assess associated risks.
  • Non-disclosure Agreement (NDA): A legal contract where parties agree not to disclose information covered by the agreement, often used during the due diligence process in IOI stage.
  • Letter of Intent (LOI): A written document that outlines preliminary commitments between parties who intend to make a deal or an investment. It usually follows an IOI.
  • Deal Structure: The terms and conditions that govern a business transaction. This includes valuation, payment terms, and extras that are part of the deal, which are discussed after an IOI has been issued.
  • Financial Modeling: The process of creating a summary of a company’s expenses and earnings in the form of a spreadsheet that can be used to calculate the impact of a future event or decision. This might be used to evaluate a potential investment after an IOI has been sent.

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