A Confidential Information Memorandum (CIM) is the primary marketing document in any sell-side M&A process. Its role is to provide buyers with a comprehensive view of the business while positioning it as a compelling investment opportunity. When running a sell-side process, we often hear from buyers something along the lines of “We had lots of questions, but as we read through the CIM, our questions kept getting answered. Its like you anticipated what we wanted to ask.”
An experienced investment banker, through the ups and downs of many completed deals, should be able to identify which issues are most important to potential buyers. This information is not the same across industries, business sizes, or situations. Regardless, a strong CIM makes the sale process go more smoothly by establishing credibility early on, short-cutting a lot of 1-to-1 question and answer sessions, and setting the tone for an efficient due diligence period.
Below are some of the sections we typically include in a sell-side CIM.
Executive Summary
This section summarizes the business for an executive that isn’t willing to invest the time to read a 50+ page document. If you only had 5 slides to showcase you “elevator pitch,” what would it be? At the very least, it should provide a very clear description of business model and go-to-market, the financial picture of the company, the type of transaction sought, and provide a “pitch” for why one might be interested.
Business Overview
This section lays out the business in greater detail. What are the products or services offered? Who is on the management team? What types of customers or clients do you serve? How are products/services marketed, delivered, charged for, etc.? How does the business compare to competition? Without giving away your “secret sauce”, you should give buyers a very clear understanding of how your business works.
Growth Opportunities
The growth section is a critical aspect of every Roadmap Advisors CIM. Whether or not our clients come to us with a fully vetted “growth plan,” we typically sit down with management for hours to brainstorm the best ways a new owner might grow the business. These are strategies specific to your business. Sometimes geographic expansion makes the most sense.. and sometimes its irrelevant. Perhaps it involves landing more channel partners or retailers, launching new product lines, optimizing pricing, leveraging new technology, or investing in high ROI marketing. There is no right answer, but buyers do appreciate a concrete plan that helps them underwrite your growth story.
Market Overview
The market section is primarily intended for private equity buyers or strategics from a tangential industry. It describes the macro dynamics in the industry, the growth, market size, trends, competitors, and regulatory dynamics. Buyers already in the industry tend to ignore this section, but nevertheless, it helps paint the broader picture of how the company operates.
Financials
A robust financial section should show historical financials, KPIs, and forward projections. P&Ls and balance sheets should be cleanly laid out. Revenue breakdowns, margin profiles, and EBITDA adjustments should be included so that buyers can have a solid understanding of the financials after a quick read through the section. For buyers that engage at IOI stage, we often also provide a “datapack” in Excel format, so that all financial details can be easily inserted in buyers’ models.
The CIM is the central document of a sell-side process. It can elevate a business, even in the eyes of sophisticated buyers. A strong CIM creates created efficiency in a process, which ultimately reduces seller distraction and drives better outcomes.
Connect with Roadmap Advisors Today
At Roadmap Advisors, we understand that a well-crafted CIM is more than just a marketing document—it’s a strategic tool that sets the tone for the entire sale process. If you’re considering a sale, let us help you put your best foot forward. Partner with Roadmap Advisors to craft a CIM that drives engagement, builds buyer confidence, and leads to stronger outcomes.