Once you've decided to sell your company—no matter what type, how large, or in which industry sector—presenting it in the best possible light is essential to getting the highest possible price. To provide a detailed depiction of your business and help potential buyers determine whether to pursue an acquisition, your investment banker will prepare a confidential information memorandum (CIM).
Also known as an offering memorandum or an information memorandum, this confidential document is a typical part of the M&A sell-side process and an important tool for buyers to evaluate your business. But what exactly goes into preparing a CIM? And how can an investment bank help you accurately portray your company’s past performance, present standing, and future promise?
What Should You Consider When Preparing a CIM?
A CIM for an M&A deal must effectively communicate the current and potential value of your business. Here are some things to keep in mind as you begin:
- Consider who the document is being prepared for, and tailor the content accordingly. Your CIM should be customized to the specific needs and interests of impending buyers for your particular business.
- Your CIM will contain sensitive information about your business, so maintaining confidentiality throughout its preparation and distribution is vital. To maximize privacy, ensure that proper nondisclosure agreements are in place before sharing the CIM with qualified buyers.
- Your company’s CIM should be concise and easy to understand. Avoid using overly technical language and jargon that may confuse or overwhelm interested parties.
What Information Should Your CIM Include?
The CIM should report the facts and figures that a future owner would want to know—starting with a clear and detailed description of the company, your products/services, your history, and your mission and core values. In addition, your CIM should communicate the following:
- Growth opportunities. How will the company grow in the future? What is necessary to achieve this growth?
- Financial information. Your CIM should provide detailed financial information about the business, such as revenue and profit margins, EBITDA, cash flow, projections for future growth, CapEx, and balance sheets.
- Competitive landscape. Interested parties will appreciate a thorough analysis of your industry as a whole—and the competitive landscape in which your company operates.
- Management team. Take the time to highlight key members of your management team, their experience, and their qualifications. Your top people have contributed to your company’s success—and would-be buyers will want to hear all about it.
- Marketing and sales strategy. What is your company's marketing and sales strategy? Explain your target market, your channels of distribution, and your approach to customer acquisition.
- Risks and challenges. Be transparent in your CIM about the risks and potential challenges that your company faces, including legal and regulatory issues, market trends, and other factors that could impact future performance.
- Other key items. Your CIM should also provide any supporting documents and appendices, such as legal agreements, a description of any patents and other intellectual property your company owns, and any other relevant information that can help potential buyers evaluate the business.
How Can an Investment Banker Help You in Preparing the CIM?
Investment banks play a critical role in preparing a CIM for an upcoming M&A deal, identifying and gathering the key information required to help secure the most advantageous deal for you. Furthermore, your investment banker can work with your management team and financial advisors to compile financial statements, market research reports, and other relevant documents. An experienced investment banker can help you do the following:
- Customize the CIM. An investment banker can personalize your CIM to meet the specific needs and interests of those in the market for a company like yours. By tailoring the document’s content, tone, and messaging, you can boost your company’s appeal to different types of acquirers, including strategic and financial buyers.
- Prepare a market analysis. Your investment banker can thoroughly analyze your particular industry and your closest competition, delivering exclusive insights into market trends, customer behavior, and growth opportunities.
- Handle messaging and positioning. By highlighting your unique strengths and competitive advantages, your investment banker can craft the messaging and positioning to make your company more attractive to interested parties.
- Distribute the CIM. Your investment banker can distribute the CIM to the right potential buyers while also managing your response to inquiries and requests for additional information.
- Achieve the optimal deal. Finally, your investment bank can guide you in selecting the appropriate buyer and negotiating favorable terms for the sale of your business.
The right investment banker can bring a wealth of knowledge and expertise to the preparation of your CIM. Ensuring that this confidential document effectively communicates your company’s value and potential can help you locate the best possible buyer and achieve the best possible deal for your business.
