The Information Memorandum (CIM)

What is the Information Memorandum (CIM) and what is it for?

The Information Memorandum — also known as the Confidential Information Memorandum (CIM) or, in Spanish practice, the "Cuaderno de Venta" — is the central document of any company sale process. It is handed to potential buyers after a non-disclosure agreement (NDA) has been signed and forms the basis on which the valuation and the negotiation are built.

Its nature is twofold, and it is worth understanding this properly from the outset:

• On the one hand, it is a marketing tool that must present the company in the best possible light in order to maximise the price;
• On the other, it is a risk-management tool, because all the information it contains will be subjected to exhaustive scrutiny in due diligence. A CIM with inaccurate or inflated data does not speed up the transaction: it destroys it in the final phases, when the buyer discovers it and responds with aggressive price adjustments or by walking away from the process.

The CIM is not a sales brochure or a summary of the annual accounts. It is a document of a financial and strategic nature that must withstand analysis by the M&A and Transaction Services teams of professional buyers.

This document is fundamental in enabling potential buyers or investors to decide whether they wish to proceed with the negotiation. Its content and structure may vary depending on the objective: selling the company, attracting investors or seeking financing through debt or equity. It is key to adapt the CIM to the sector and economic context in which the company operates, since this can influence its valuation and its attractiveness to buyers.

The CIM is a central piece of the company sale and M&A processes we run at Maraz.

Who it is aimed at: strategic vs financial buyer

One of the most common mistakes is to draft the CIM without having in mind who it is aimed at. In any competitive process two profiles coexist with radically different motivations, and a good CIM must satisfy both:

Identifying which buyer profile will pay the best premium and tailoring the message to each is one of the keys of M&A advisory: a well-designed competitive process sets both types competing for the company.

The CIM within the sale process

The CIM is not the first contact with the buyer. It forms part of an ordered sequence in which each document qualifies interest before more sensitive information is shared:

The teaser is the step before the CIM: it describes the company in generic, anonymous terms, without revealing its identity. Only if the potential buyer shows genuine interest and signs the NDA do they gain access to the full CIM. Distribution must always take place through a Virtual Data Room (VDR), which makes it possible to control who accesses the document, which sections generate the most interest, and to revoke access at any time.

Where the CIM fits in the sequence is easier to understand by seeing the whole journey: we explain it in our guide to the stages of the business sale process.

Sharing the CIM without an NDA or without qualifying the interested party's real capacity to buy is one of the most serious mistakes in a badly managed process. The information can reach competitors, employees or the market with irreversible consequences.

Essential content of the CIM

Executive summary: the investment thesis

It is the most-read and the most critical section. In 1-2 pages it must answer the question every buyer has from the very first moment: why buy this company today? The most powerful element is the Investment Highlights: between 4 and 6 factual, quantified value points (dominant market position, recurring contracts with blue-chip customers, proprietary technology, an autonomous management team, untapped growth levers). The executive summary is not a table of contents: it is a sales pitch that must work on its own.

Market analysis and business model

It must define the target market with precise metrics (TAM, SAM, SOM), cite external sources to validate growth rates and map the competitive position honestly. The business section details products and services, the production process, intellectual property and sustainable competitive advantages. The customer profile deserves special attention: concentration above 30-40% in the top five customers is the most frequent red flag in M&A and must be put in context with retention data and a diversification strategy. Sophisticated buyers also analyse churn rate, CAC versus LTV and the visibility of the commercial pipeline over 12-24 months.

Management team and organisational structure

In 2026, management talent is a critical valuation asset. The CIM must show a team with genuine operational autonomy. Excessive dependence on the owner-founder is the most frequent risk factor in Spanish SMEs and directly penalises the multiple offered. If it exists, it must be presented together with a credible transition plan: a buyer who discovers it in due diligence without having found it first in the CIM responds with a price adjustment, not with understanding.

Business plan and financial projections

Projections must be anchored to specific growth levers and a coherent investment (CapEx) plan. "Hockey-stick" projections — explosive growth after years of stagnation with no investment plan to back them — are the biggest generator of scepticism among professional buyers. A convincing business plan includes 3-5-year projections, sensitivity analysis and justification of each assumption with verifiable historical data. The robustness of these projections is exactly what a professional business valuation assesses, which it is advisable to have done before going to market.

Financial information and normalised EBITDA

Normalised EBITDA is the central indicator of the whole valuation. Accounting EBITDA rarely reflects the economic reality of a family business: normalisation adjusts non-recurring or distorting items to show the profit-generating potential under professional management. The most common adjustments are: excess owner remuneration, personal expenses charged to the company, non-recurring income, one-off restructuring costs and the treatment of leases under IFRS 16. Every adjustment must be documented and technically justified: the Transaction Services teams of professional buyers will review them one by one. Alongside EBITDA, the buyer will analyse cash conversion (FCF/EBITDA), working capital, net debt and the evolution of gross margin.

Calculating a defensible normalised EBITDA is one of the tasks where a fractional CFO or a financial adviser with technical judgement adds the most value.

New factors: ESG, AI and cybersecurity

A CIM that does not address sustainability, technology and cybersecurity runs the risk of being discarded by institutional buyers or of seeing its valuation penalised.

ESG criteria are today a quantifiable financial variable: studies by leading consultancies estimate that a 10-point increase in the ESG Score can raise the EV/EBITDA multiple by between 0.4x and 0.7x. For a company with €10 million of EBITDA, that equates to between €4 and €7 million extra in the transaction price. In 2026 the large funds must comply with the European Sustainability Reporting Standards and with the EU directives against greenwashing, which directly excludes companies without a documented ESG policy from their buyer universe.

On technology, the CIM must explain how the company uses AI and automation to optimise its processes. On cybersecurity, technology reviews are already the most expensive part of due diligence in a growing proportion of transactions. A summary of the security architecture and GDPR compliance is essential to prevent this factor from stalling the closing.

Anticipating what the buyer will examine is the logic of preventive due diligence, which it is advisable to carry out before exposing the company to the market.

Mistakes that destroy deals:

The same error patterns recur in processes that do not close, or close well below the potential price:

• Inflated normalised EBITDA or EBITDA without technical justification: detected in due diligence, it leads to an aggressive renegotiation or to the collapse of the process at the worst moment.
• Creative accounting or window-dressing of the figures: the Transaction Services teams of the Big Four always find it. The resulting loss of trust is terminal for the deal.
• "Hockey-stick" projections without a coherent investment plan: the buyer systematically penalises them if there is no CapEx to back them.
• Concealment of material risks (litigation, liabilities, customers at risk): transparency generates more trust than omission. Risks discovered in due diligence that did not appear in the CIM are the most damaging to the negotiation.
• Owner dependence without a transition plan: a direct discount factor on the multiple offered.
• Data inconsistencies between sections of the document: they generate mistrust and delay the process with unnecessary questions.
• Distributing the CIM without an NDA or buyer qualification: risk of leaks to competitors or the market with irreversible consequences.

Why is it advisable to prepare the CIM before starting the sale process?

The most important recommendation for any business owner contemplating a sale is to start preparing the CIM at least 6 to 12 months in advance. This time is not bureaucratic: it is strategic. The preparation process acts as a preventive due diligence that makes it possible to identify and correct financial inconsistencies before exposing the company to the market, professionalise the management team with enough time for the changes to be credible, resolve tax or legal contingencies that would inevitably surface in due diligence, and build the customer metrics (churn, LTV, CAC) that the buyer will demand.

Companies that start the sale process without prior preparation usually close 15-25% below their potential value, or do not close at all. A well-prepared process, with a rigorous CIM and a specialised adviser who creates competition among buyers, is the investment with the highest return in the whole transaction.

A well-prepared CIM in a competitive process can make the difference between a multiple of 4x and one of 6x EBITDA. For a company with €2 million of EBITDA, that is €4 million of difference in the final price. If you are starting to plan the sale of your company, now is the time to prepare the ground.

The advantages of working with a specialised adviser

A financial adviser specialising in M&A brings to the process something the in-house team cannot replicate: the buyer's perspective. They see the company from the outside, identify strengths the in-house team takes for granted and risks that proximity makes invisible. They know which arguments resonate with trade buyers and which with private equity funds, and they tailor the message precisely. They calculate adjusted EBITDA with defensible technical judgement, anticipate due diligence objections and design the competitive process by identifying the buyers with the strongest strategic motivation — the ones who will pay a premium. They also act as a firewall in the negotiation, preserving value and the relationship between the parties at the moments of greatest tension.

Preparing the CIM in-house, without a specialised adviser, is one of the most frequent patterns in deals that do not close or close well below their potential. Not because the in-house team is incapable, but because it lacks the external perspective, the experience of competitive processes and the time needed to do it well while running the day-to-day business.

Conclusion

The CIM is an indispensable tool in any sale process or search for investors. It must be prepared with rigour and professionalism, since it is the first impression potential interested parties will receive. A well-structured, clear and convincing document can make the difference between a successful transaction and a missed opportunity.

Start preparation 6-12 months in advance, carry out a preventive due diligence and work with an adviser who knows the buyer market.

If you are considering selling your company, at Maraz Corporate Finance we run your M&A transaction from start to finish: from the valuation and preparation of the CIM to negotiation and closing. Contact our team for a confidential initial assessment.

Javier de Rojas Roca de Togores

Partner - Maraz Corporate Finance

Frequently asked questions about the Information Memorandum

What is the difference between the teaser and the Information Memorandum?

The teaser is a short, anonymous document (1-3 pages) that arouses interest without revealing the identity of the company, and it is sent to all candidates. The Information Memorandum (CIM) is the complete, confidential document, handed over only after the NDA is signed. The teaser qualifies; the CIM convinces. Both are part of the stages of the sale process.

How long does it take to prepare an Information Memorandum?

Drafting the document itself takes several weeks, but it is advisable to start preparation 6-12 months before going to market, because the process acts as a preventive due diligence that allows inconsistencies to be corrected and the company to be professionalised. It is part of the preparation for any company sale transaction.

What is normalised EBITDA and why is it so important in the CIM?

It is EBITDA adjusted to remove non-recurring or distorting items (excess owner remuneration, personal expenses, extraordinary income) and reflect the real profit-generating capacity under professional management. It is the central indicator on which the price is calculated, so every adjustment must be documented. Calculating it judiciously is key in the valuation of the company.

Can I prepare the Information Memorandum myself without an adviser?

Technically yes, but it is one of the most frequent patterns in deals that do not close or close below their potential. An adviser brings the buyer's perspective, calculates adjusted EBITDA on a defensible basis, anticipates due diligence objections and designs the competitive process that maximises the price. The difference between a 4x and a 6x multiple usually more than justifies their fees.

What happens if I hide a problem in the Information Memorandum?

It will reappear — always — in due diligence, and at the worst moment. A risk discovered by the buyer that was not in the CIM destroys trust and leads to an aggressive price renegotiation or the collapse of the process. Transparency, presenting the problems alongside their solution plan, generates more value than omission.