KEY ARTICLE TAKEAWAYS
When selling your company, learn how to tell your story
Understand the three core purposes of your “book”
Learn how to put your “book” together
When selling my company, what is the “book”?
As a business owner looking to sell your company, you need to be able to tell your story to potential buyers. In most situations, this is done through a “book”, or what is sometimes called a Confidential Information Memorandum (“CIM”).
A CIM is normally only available to qualified bidders who have signed a nondisclosure agreement (“NDA”).
Want to get a sense for what it takes to sell your company? Start with this exit checklist.
What is the purpose of the CIM when selling my company?
The CIM serves three primary purposes:
The core function of the CIM is to quickly and efficiently educate potential buyers about your business – it should include sections describing your operations, team, customers, supply chain, facilities, equipment, growth plan, and financials.
The CIM should also anticipate potential objections bidders might have, and address those objections in a constructive fashion. Just like when you are selling to a customer, you want to anticipate the reasons why the customer (bidder) might not be interested and try to position around those objections, if possible.
Finally, and most importantly, the CIM should tell your unique story in a compelling way. If your business has been successful enough to hire an investment banker to take your company to market, it will have a unique story that explains why your business has been successful when so many others have failed. The CIM cannot just be a recitation of a lot of facts and statistics – it has to tell your unique story in a way that bidders quickly “get it” and then conclude that they need to make an offer.
We see a lot of CIMs and have written a lot of CIMs. The worst ones are a series of PowerPoint slides with a lot of words, a lot of numbers, and no coherent story to tie everything together. The best CIMs include the relevant data, but they explain why your company has been uniquely successful and why it has bright future prospects.
A big part of the story is a section called “investment considerations.” Investment considerations are reasons why any buyer would want to own your company. Examples of investment considerations include a company’s rapid historical and planned growth, a proven, experienced leadership team, a highly predictable recurring revenue stream, or other sustainable competitive advantages a company has in the market.
How do you build a good CIM?
The job of the investment banker is to take your story and translate it into language that buyers understand. Investment bankers talk with buyers all day, every day, so they know what buyers like to see and will help you build your CIM.
Investors and entrepreneurs speak different languages – we have dozens of examples of statements made by entrepreneurs where they meant one thing, but buyers heard something radically different. For example, we once knew a business owner who had a Fortune 100 company as their largest client. Their relationship with this client spanned over 10 years, the client paid on time, their margins with this client were healthy, and the client represented over 50% of the company’s revenue.
The business owner positioned this relationship as their primary asset because of how valuable it was to him. But it had almost the opposite effect – buyers were very nervous about the concentration of revenues the company generated with this one client, and many buyers did not even bid on the company. The owner could not understand why buyers did not value this relationship the way he did, and it eventually killed his deal. A good investment banker will help translate this attribute into a story that buyers will be less concerned and more excited about.
Getting the facts
The investment banker uses this information in crafting your story and to start preparing for due diligence that will happen later in the process.
The investment banker will also collect detailed financial information, contracts, marketing plans, strategic plans, board presentations, customer sales decks, and hundreds of other documents. They will also interview you – ideally several times.
Some of these interviews are simply to learn about you, your team, your culture, your history, and the cool stories you have – anything that helps put a human face on your business and its culture.
Other interviews will be focused on financial and operational analysis – how does your business work, what drives the different line items in your financial statements, what explains variations in your financial statements over the years, and so on.
Other interviews are designed to uncover what makes your business so successful – what is your secret sauce, why do customers pick you, etc. This is critical to being able to tell your unique story.
The deliverables for a CIM
The investment banker’s job is to take all this information and come back to you with two key deliverables: a 1-2 page story about your business, and a list of the proposed investment considerations.
The investment banker will understand the deal process and investors much better than you will, but they will never understand your industry or story as well as you do – it is in your best interests to help them get up to speed and understand how your company works and why it competes well in your industry.
In our experience, there should be at least 3-4 iterations that go back and forth between you and your investment banker to get the story and the investment considerations right.
Once your investment considerations and story are well drafted and you and your investment banker feel comfortable they have positioned your company well, the investment banker will then start to complete the remaining sections of your book.
Your investment banker will draft the book, provide it to you for your feedback, and then iterate several times. They will need to validate each and every financial figure in the book, and make sure they have data to support every investment consideration or point you make in the book.
The investment considerations might have started as hypotheses about the business, but they need to be validated and your data must be organized to support each statement you make in the CIM.
Different formats for CIMs
Some CIMs take the format of a PowerPoint slide deck, while others might look more like an annual report with more graphics and images to help tell your story. We prefer the latter because it helps books stand out and catch the eye of buyers who see thousands of the standard slide decks
While the CIM drafting process can be time-consuming and tedious at times, it is in your best interest to be deeply involved and invested in it. You want your CIM to stand out and tell your story the best way possible – this is your first introduction to your eventual buyer and first impressions count a lot.
Preparing your business for a sale takes time and energy, but it will be well worth it. If you would like to see examples of great CIMs or learn more about drafting a CIM, please feel free to reach out to us at [email protected].
If you would like to learn more about how prepared your business currently is for a sale, click the red banner above to take our CoPilot Assessment. CoPilot will help you identify the specific strengths of your business buyers will want to hear about. CoPilot will also identify specific risks your business has that decrease company value and reduce your certainty of close. The assessment identifies over 90 different types of potential risks your company could have that will make your business less valuable in the eyes of an investor. Get the test ahead of time and build value today with CoPilot.
Bobby Motch | Associate | Class VI Securities, LLC
As an Associate at Class VI, Bobby has experience in transaction execution and board advisory services for clients in a variety of industries, including consumer products, food and beverage, business services, software-as-a-service, manufacturing, and distribution. Additionally, Bobby contributes to the development of Class VI’s CoPilot services and Class VI content creation.