An information memorandum (IM) is a detailed marketing document prepared by a sell-side M&A advisor that presents a business to potential acquirers. It provides financial data, operational descriptions, and growth context needed for buyers to make an indicative offer.
The information memorandum — also called a confidential information memorandum (CIM), offering memorandum, or deal book — is the central document in a sell-side M&A process. Prepared by the seller’s advisor, it presents the business in sufficient detail for qualified buyers to evaluate the opportunity and formulate an indicative offer. The IM is only shared after a buyer has executed a non-disclosure agreement (NDA).
What an Information Memorandum Contains
A well-structured IM for a mid-market business typically runs 40-80 pages and covers:
1. Executive Summary A concise overview of the investment thesis — what the business does, why it is attractive, and the key financial highlights. This section is written to capture the reader’s attention in the first 5 minutes.
2. Business Overview Detailed description of the company’s products or services, target markets, geographic footprint, competitive positioning, and key differentiators. This section answers: what does this business actually do and why is it better than alternatives?
3. Financial Performance Historical financials (typically 3 years), LTM performance, EBITDA bridge showing add-backs, and financial model projections for 3-5 years. This section is the quantitative foundation for the buyer’s valuation.
4. Revenue Analysis Breakdown of revenue by product, customer, geography, and channel. Recurring vs one-time revenue split. Customer concentration analysis. Pricing model and contract duration.
5. Operational Overview Team structure, technology platform, supply chain, production processes, and key operational metrics. This section gives buyers confidence that the business model is robust and executable.
6. Management Team Biographies of the founder and senior management. Experience, tenure, and post-completion availability. This section addresses key-person risk — one of the most common buyer concerns in mid-market M&A.
7. Industry and Market Context Market size, growth trends, competitive landscape, and regulatory environment. External citations from PwC, McKinsey, or Bain add credibility to market size claims.
8. Growth Opportunities The investment thesis for the acquirer: what can a well-capitalised strategic or financial buyer do with this business that the current owner cannot? Geographic expansion, product extension, buy-and-build, digital transformation.
9. Transaction Overview Deal structure, process timeline, and next steps. Dataroom access instructions for buyers invited to the next round.
IM vs Teaser
The IM is the detailed document shared with buyers who have signed an NDA. The teaser — also called a blind profile or executive summary — is a shorter (2-5 page) anonymous document shared before the NDA to help buyers assess whether the opportunity is relevant to their mandate. The teaser describes the business without revealing its identity; interested buyers sign an NDA to access the full IM.
| Document | Length | Identifies Company | When Shared |
|---|---|---|---|
| Teaser | 2-5 pages | No | Before NDA |
| Information Memorandum | 40-80 pages | Yes | After NDA |
| Management Presentation | 20-40 slides | Yes | After IM, during diligence |
What Makes a Good Information Memorandum
The quality of the IM has a direct impact on the quality of offers a seller receives. A well-written IM:
- Tells a coherent story: Financial performance, market context, and growth opportunity should be interconnected, not disconnected sections
- Pre-empts objections: Buyer concerns — customer concentration, key-person risk, technology dependency — should be addressed proactively, not left for due diligence
- Presents normalised financials clearly: EBITDA add-backs should be documented with supporting detail, not presented as unexplained adjustments
- Quantifies the opportunity: Growth projections should be anchored in market data and historical performance, not aspirational
An IM that is poorly structured, omits key financial data, or is inconsistent in its narrative will generate fewer indicative offers and lower quality bids — because buyers who have doubts will either pass or build conservatism into their price.
Confidentiality
The IM is a confidential document. Every page typically carries a confidentiality notice, and the NDA executed before distribution provides legal protection against disclosure. Sellers should be aware that the IM will be shared with multiple buyers — including potential competitors. The CIM should be written with that audience in mind: sufficient detail to generate competitive offers, but not so granular that it would cause competitive harm if the process does not close.
Amafi prepares information memoranda for mid-market business owners across Asia Pacific as part of a full sell-side advisory mandate.
Related Terms
CIM (Confidential Information Memorandum)
A detailed document prepared by sell-side advisors in an M&A process that provides comprehensive information about a company for sale — including business overview, financial performance, market position, and growth opportunities — shared with prospective buyers under NDA.
GP-Led Secondary
A secondary market transaction initiated by a private equity fund's general partner — rather than a limited partner — typically involving the transfer of portfolio assets into a new vehicle such as a continuation fund, strip sale, or tender offer.
Mandatory Offer
A regulatory requirement compelling an acquirer who crosses a specified ownership threshold to make a cash offer to all remaining shareholders at a minimum price.
NDA (Non-Disclosure Agreement)
A legally binding contract between parties in an M&A process that restricts the disclosure and use of confidential information shared during deal evaluation, due diligence, and negotiations.
Secondary Buyout
A transaction where one private equity firm sells a portfolio company to another private equity firm, representing a PE-to-PE transfer rather than a sale to a strategic buyer.
Teaser
A brief, anonymised document sent to prospective buyers to gauge interest in an acquisition target without revealing the company's identity.