The Pre-LOI Read

Before you commit to full diligence, know what to ask management

The Pre-LOI Read is the entry instrument. It runs the full Barking Cat Review on the target from the outside: no access, no data room, no contact with management. The read begins as a customer, from discovery to delivery and return, before a management slide is opened. Management presents the business it intends to run and the customer experiences the one that exists, and two retailers with identical online revenue can be worth different multiples for exactly that reason. The difference is visible from the outside before a data room opens.

What the memo states

The observed condition of the proposition. The traffic and channel dependency as far as public data shows it. The platform and operating signals visible from outside. The binding constraint the model has not priced, with the alternatives rejected in writing. It closes with the three questions confirmatory diligence must answer.

Every claim carries a label. Observed is what was seen and can be reproduced. Inferred is what the evidence supports. Hypothesised is a conviction held with reasons, awaiting the inside. A memo that presents all three as findings cannot be relied on, so this one does not.

What the house has at the end of the week

It knows what to ask management before it has paid for the answer, and it has seen how the method reads a business before committing to the full diligence. Five working days.

What the house gets, and what it does not

Fixed fee, stated in writing before instruction. Scope adjusts to the target and the access available; the price does not adjust to the deal, the timetable or the answer. No execution: Barking Cat does not implement, build, deliver, select vendors on commission or place people, and does not earn from the build. No contingent reward: no success fee, no fee linked to valuation or exit, no equity, no carry, no referral arrangement in either direction. One side of a deal, with conflicts checked before instruction. A disclosure register is shared with every engagement. Reports are addressed to the instructing house, which is the party entitled to rely on them. Nothing about a target, a holding or a house appears in published work without per-instance written agreement.

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