Description

So you are writing a Confidential Information Memorandum for the potential sale of a company. How do you know what information about the selling business to include? Well, you can start with our Confidential Information Memorandum Questionnaire.

Keep reading for a preview of the Confidential Information Memorandum Questionnaire in Adobe Acrobat.

This outline will help you organize the information necessary to accurately represent a company in a sell-side M&A process, or to analyze a potential acquisition. While every company is unique, and specific facts about value proposition vary, there are four primary categories that will help indicate business valuation with confidence. The four business categories our Confidential Information Memorandum Questionnaire focus on are:

1. Infrastructure
2. Market Presence
3. Organization
4. Financial Performance

Infrastructure

Explain what assets the company uses in its day to day operations across the spectrum of generating revenue to earning a profit. This includes facilities, fixed assets, intangible assets, working capital and any other relevant parts of the puzzle that make the company unique.

Market Presence

Set the stage for the company’s competitive positioning. Is it a big fish in a small pond? A small fish in a big pond? How long has the company, and its relevant products or services been for sale? How have its products or services evolved to complement market demand? How have prices, costs and delivery evolved over time? What does this mean for the future?

Organization

Who is involved in the business? Who is in charge and what about their respective backgrounds sets them apart? What functions do you manage in house versus outsourcing? Show a graphic depiction of your organizational chart along with biographies of key people. Remember, your CIM is the story of your business and the Confidential Information Memorandum Questionnaire is designed to guide you through the process.

Financial Performance

Numbers are the second way to tell your story. It’s super important to have accurate and reliable historical financial statements to demonstrate how your unit economics, strategy and execution have created unique value. The purpose of the financial presentation is to allow confidence in the future contribute to the value equation. The business valuation spectrum enables a seller to understand the lower and upper limits on what a buyer values.

If you want to maximize value, you want to lead buyers to recognize unique positioning, intangibles and synergies. Show them with a review of the past three years of financial statements with adjustments and an MD&A. Add the most recent interim period, which usually should include trailing twelve months (TTM) to highlight any cyclicality.

Then present financial projections for the current fiscal year plus five. Granted the further out the projections, the less credible. But with credible strategy and market research support, they can build confidence in unit economics and potential inflection points like capacity constraints, etc.

In all communication, particularly in financial communication, it’s important to stick to the facts. In effective communication there is a three step sequence, as follows:

Our Confidential Information Memorandum Questionnaire, in conjunction with an Alignment Map, is designed to help sellers and buyers alike ascertain the following:

1. Product/Market Fit
2. Organization/Market Fit
3. Finance/Market Fit

Analyzing any company requires perspective, or some idea of standards for an industry, which you can research with a tool like CapitalIQ.

Related: Confidential Information Memorandum Template

Another important consideration is how much information to include regarding relevant Key Performance Indicators that will help drive premium business valuation. Here is a Financial Planning and Analysis Report that will help you

Confidential Information Memorandum Questionnaire

What do you want to know?