“What is a Confidential Information Memorandum (CIM) and why is it important?"
We all know how important first impressions are. The CIM is one of the first documents a buyer will receive with information about your business.
If you don’t know how to spot a good CIM, you may end up getting a five-page write-up that leaves buyers with a bad taste.
After more than 20 years in business and over 400 CIMs written, we've learned there is a direct correlation between the quality of the CIM and the ability to find the right buyer for the business.
In this article, we will explain the purpose of a CIM, what should be included (and not included), and how to know if your broker has produced a low-quality one.
What is a CIM?
A confidential information memorandum (CIM) is a comprehensive marketing document that summarizes your business. It highlights the benefits of owning your company and allows a buyer to determine if they’d like to own your business.
There are a ridiculous amount of names for a CIM, including: a confidential business review (CBR), a marketing book, an offering memorandum (OM), an information memorandum (IM), a selling memorandum, a selling prospectus, a full business summary, “The Book,” “The Pitch Deck,” and ”The Pitch Book.”
The Purpose of a Confidential Information Memorandum
CIMs serve several purposes. They:
- Highlight the attractive features of your business
- Entice buyers and increase their bids
- Show your company’s growth potential
- Share preliminary financial information
- Satisfy many initial bank information requests in advance
What Information Does a CIM Usually Include?
- Price and terms
- Highlights of the company
- Company summary
- Summary of the facility, property, and equipment
- Graphics and charts summarizing key financial metrics
- Organization and responsibilities chart
- Overview of the competition
- Growth opportunities
- Licenses and certifications
- Market area and demographics
- Preliminary financial statements and adjustments
If a broker delivers a CIM to you that covers all of these points, it’s a good sign.
However, the quality of the CIM will still depend on how in-depth the merger and acquisition (M&A) advisor goes with each section and their experience in knowing what a buyer and lender will be looking for.
MIDSTREET TIPA major benefit of a comprehensive marketing document lies in the time saved by mitigating the need for follow-up questions from buyers. A well-crafted Confidential Information Memorandum can also make it easier for a buyer to get financing from a lender to purchase your business.
What Should Not be Included in a CIM?
When creating a CIM, an M&A advisor will aim to provide quality information to the buyer, while keeping certain details confidential until later in the process.
Here are a few examples of items we leave out:
- Tax returns
- List of customers/vendors
- Employee names/contact information
- Trade secrets
- Detailed profit and loss (P&L) statements
The key to protecting confidentiality lies in minimizing exposure to less-qualified buyer candidates and quickly identifying a find a good fit.
MIDSTREET TIPAfter a buyer/seller meeting, we often find it useful to provide a "data pack" of information to the buyer. Doing so answers many follow-up questions ahead of time and should get them comfortable enough to make an offer. Items in the data pack might include a list of equipment, detailed P&Ls, and more.
How Long is a Confidential Information Memorandum?
A standard confidential information memorandum will be around 30-60 pages. However, some can be as long as 150 pages or as short as two pages.
MIDSTREET TIPUsually, the larger your business, the more detailed and lengthy your CIM will be.
When Should the CIM be Complete and Ready to Present to Buyers?
The Confidential Information Memorandum will be included in your company’s marketing package. This marketing package is typically completed right before listing your business.
If the CIM is not completed before the listing goes live, it should be finalized at least within a week of the listing going live.
By having the CIM readily available at this stage, the M&A advisor can easily send it to buyers after a formal screening process.
When Are Buyers Shown the Confidential Information Memorandum?
At a bare minimum, a broker should have a buyer sign a non-disclosure agreement (NDA) before sending them the CIM or other confidential marketing materials. This will help the sale of the business remain confidential.
Only serious and qualified buyers should be given access to the confidential information contained in your CIM. If word gets out that you are selling your small business, it may jeopardize your relationship with your employees or customers.
At MidStreet, we have buyers go through the following steps before sending any information:
- Phone interview
- Background questionnaire
- Financial questionnaire
- Proof of identity
- Non-disclosure agreement
MIDSTREET TIPUnfortunately, we've heard horror stories of competitors and malicious parties posing as buyers to gain sensitive information about businesses. Requiring proof of identification (i.e. photo of a driver's license) mitigates this risk.
If you are thinking about selling your company, you should ask potential brokers, “At what point do you release a CIM to prospective buyers?” Their answer will tell you whether you’ll feel comfortable taking the next step with them or not.
How Important is a Quality CIM to the Selling Process?
The quality of your marketing document can greatly impact the value of your business and the success of your sale. A great CIM can:
- Make your company attractive to buyers (and lenders)
- Explain the operations of your business, allowing the interested parties to feel more comfortable
- Mitigate frustrating follow-up questions from buyers and free up your time
- Positively affect the price you receive for your business
How to Know You Have Received a Bad Confidential Information Memorandum
A quick way to tell you have a bad CIM in front of you is if it is less than five pages long.
A 1-5 page CIM will simply not be able to go as in-depth as it needs to, since at least 3 of the pages should be financials.
In order to properly explain each facet of your company, the marketing document will need to be around 30-40 pages.
However, long CIMs aren’t always well made. A 30-40 page document may include filler information that adds no value, or simply rushed and incorrect statements and data.
Another easy way to tell you have received a poorly made CIM is if it contains any of the things we mentioned that it should not contain (tax returns, customer lists, employee contact information, etc.).
A poorly made CIM may also lack financial information. It should include profit and loss statements from the last three years. However, these should be presented in a way that gives the buyer a condensed overview and protects sensitive details of your financials.
Sell Your Business Successfully With a Good CIM
Now that you know what information a confidential information memorandum should contain, how long it should be, and how to tell a good one from a bad one, you know what to expect from M&A advisors and their CIMs.
When searching for an M&A firm to work with, ask them what information they include in CIMs, how long they are, and when they release them to buyers.
If they tell you their average CIM is two pages long and includes employee names and contact information, run!