information memorandum m&a pdf

information memorandum m&a pdf

The numbers don’t seem spectacular for a standalone investment, but this company could represent an excellent “roll-up” opportunity because there are tons of smaller companies offering similar utility services in different regions (see “Pursue Additional Add-on Acquisitions” on page 14). From an investor’s point of view, a good IM demonstrates the professionalism and motivation to sell of the sellers, as well as the quality of the management—all important factors when deciding whether to invest in, or buy, a company. (Sample NDAs are available here and here.).

Deciding where negotiations start can have a huge impact on where they finish, so this is something to consider carefully. In investment banking, you might start marketing your client without creating a complex model first (Why bother if no one wants to buy the company?). The information memorandum (also known as a “teaser”) is in most cases an anonymised short presentation of the business up for sale.. Hello, thanks for this beautiful format, which helps new generation enterpreuners to do business plan with their insight, Thank you , great piece of info , really useful. We’ll split the difference and call it $12.5 million. See our, The Key to Controlling M&A Due Diligence as…, Really understand the business' strengths and weaknesses -, Decide if it’s worth the serious effort of due diligence -, Develop confidence that we’re being open and honest – ‘, Estimate valuation to put a conditional indicative offer -, High-level summary in the executive summary for the CEO, Comprehensive summary in its own section for the CFO, and. The Ending Equity will then be $113mn – ($42.5 mn – $12.5mn) + $8.5mn = $91.5mn instead of the mentioned $84mn. Thanks! The Information Memorandum (‘IM’) is the key document for buying or selling a business via the M&A process. Hi – Yes I do, but the exact nature of an IM will depend on the business industry, the solutions the business offers, the amount of funds sought and the level of perceived risk that needs to be addressed. Even if your business has one or two key assets or strengths, you need to cover all 4 dimensions of any business (sales & marketing, delivery to customers, product development, and management & staff – more on this in another post).

Both of these skills intersect in the confidential information memorandum (CIM) that investment banks prepare for clients – the same CIM that you’ll be spending a lot of time reading in private equity, corporate development, and other buy-side roles.

Your questions are beyond the scope of what we can answer here, but, broadly speaking, lower capital requirements are better because they make the company’s cash flow higher, meaning it can pay off more debt and generate more cash. Change ), You are commenting using your Google account. This website and our partners set cookies on your computer to improve our site and the ads you see. And then you realize it doesn’t matter since no one reads it anyway.
Hi Sameer, I’m unlikely to be able to respond by your deadline and wanted to let you know so you weren’t waiting for a response. Here’s the difference: Pitch Book: “Hey, if you hire us to sell your company, we could get a great price for you!”, CIM: “You’ve hired us. Whether you’re seeking an investment, buy-out or other deal, a last section of the main IM body should provide as much information as possible about the deal you’re looking for. It’s also known as the Offering Memorandum (OM) and Information Memorandum (IM), among other names. Thanks once again.

splendid information, it helped me in understanding the real motive for an IM to a company. If the teaser attracts broad interest, the interested party will receive. your website in my social networks!

Thank you so much Brian for this article.

Thanks. Vendors often expect their business to grow aggressively in coming years and hope for a deal that reflects that growth. Then we give them an IM that’s detailed enough to form a realistic idea of the deal type and value range that’s going to work for them. Do you need strong writing skills to succeed in finance? thanks for sharing great information. has cleared nearly all my doubts on this matter. People like to obsess over modeling skills and technical wizardry, but in most finance roles you spend FAR more time on administrative tasks such as writing CIMs (or reading and interpreting CIMs). Yep all-niters are not very uncommon when drafting CIMs and the work with the right version is even more challenging (with a lot of remarks). We generally write and proof the rest of the document first, and then edit and summarise a copy down to 5 pages or less for this section. By Year 5, it will have repaid $10-15 million of that debt with its cumulative FCF generation. Many thanks for explaining this key-document in the process of selling/seeking investments. God will Bless you in return. I have learned a lot about investment banking from your articles. They are mostly targeted at retail and HNW financial advisors with short attention spans, but, by law, they can’t state anything that is not in the prospectus. OMG this website, and the articles are great!

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First and foremost, a CIM is NOT a legally binding contract. The CEO or business owner should lead a small team of experts in the main areas (e.g. Great post as always Brian! But beware of painting yourself into a corner. Yes, late-night CIM sessions are always a good time…, Your email address will not be published. Glad to hear it.

For example, if you sell to the not-for-profit sector, buyers from other areas might not understand the oddities of this space. Thanks! The document ABSOLUTELY is a marketing document, in the sense that it should motivate investors to want to invest in the company – but it needs to avoid hype, exaggeration, or omission, and provide a complete disclosure of ALL material facts.

A surprising number of readers, for example, check that column totals are correct in every table before they read anything else. The primary mandate of an Information Memorandum is to motivate potential investment into your business. Financials at the End: You can skip to page 58 now because if the deal math doesn’t work with management’s highly optimistic numbers, it definitely won’t work with realistic numbers. The Blog entry has been created to assist company owners in understanding what is involved in preparing an Information Memorandum (IM), during the process… Also, for IPOs often the nitty-gritty details matter a bit less because no one is buying 100% of the company… so there may be more focus on the design instead of detailed financial analysis. To give you a sense of what a CIM looks like, I’m sharing six (6) samples, along with a CIM template and checklist: To find more examples, Google “confidential information memorandum” or “offering memorandum” or “CIM” plus the company name, industry name, or geography you are seeking.

I am not sure about that one – the link seemed to work when I just tried it. Just put up our how-to on writing IMs for technology M&A - I'd love to get feedback and talk to anyone that needs a hand. investment committees, boards, advisors) that may never appear on site.

I would urge you to please share one more video for writing an industry report/power point presentation skills on how to create the attractive diagrams (However, I have seen two of your videos on ppt skills). If they say, “It could easily stand on its own, no problem!” then more private equity buyers might show an interest in the deal and submit bids. ( Log Out /  CIMs, Pitch Books, Letters of Intents, Definitive Agreements, Business Plans, Term Sheets, Private Placement Memos, Prospectus, Credit Memos, etc…?


This is a great read. Bonus points if you can locate typos, grammatical errors, or other attention-to-detail failures in the memo you pick. To learn more about, please click here to get my FREE 57-page investment banking recruiting guide - plus, get weekly updates so that you can break into investment banking, distressed M&A and restructuring deals where your bank is advising the debtor, they can make even the ugliest duckling look like a perfectly shaped swan, but reject 99% of them early on because they don’t meet your investment criteria, or because the math doesn’t work, Consolidated Utility Services – Sell-Side M&A Deal, BarWash (Fake company) – Sell-Side M&A Deal, Arion Banki hf (Icelandic bank) – Debt Deal, let’s take a look at the one above for Consolidated Utility Services (CUS), Just as with M&A deals, bankers tend to add more value in, the deal might never happen due to a lack of interest from potential buyers.

Investment banks don’t want to “set the price” at this stage of the process – they would rather let potential buyers place bids and see where they come in. I’m seeking to find a person with talent who reads stuff your for enjoyment. And while this is going on, you really need to keep your numbers looking good for the rest of the process. Take. The truth will always come out in due diligence and the later surprises come, the more damaging they are.

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