How to Write a CIM: What Buyers Read First and What They Skip

A buyer opens a CIM with two questions: is this business worth a closer look, and roughly what would we pay for it? Most go straight to the financials, then back to the story to see whether it holds. A good CIM is built for that reading order. It gives enough to price the business within a range and to decide whether to spend money on due diligence, and no more.

What a CIM is for

The teaser gets a buyer to sign a non-disclosure agreement. The CIM gets a qualified buyer to an indicative offer. The data room, later, lets the preferred buyers confirm what the CIM said. Each step discloses more, so the CIM should hold back what only a serious buyer needs: customer names, contract terms and margins by customer usually wait for the data room.

The sections buyers expect

1. Executive summary. What the business does, why it is for sale, the key numbers and the investment highlights, in one or two pages.
2. Investment highlights. Five or six claims, each backed by evidence later in the document.
3. Business overview. History, products or services, how the business makes money, locations and ownership.
4. Market. Size, growth, drivers and the company's position, with sources.
5. Customers and sales. Concentration, contract terms, retention and pipeline, anonymised where needed.
6. Operations. Suppliers, facilities, technology and the processes that matter.
7. Management and organisation. Structure, key people and who stays after the deal.
8. Historical financials. Three years plus the year to date: income statement, balance sheet and cash flow, with every adjustment explained.
9. Projections. The management case, the assumptions behind it, and what has to be true for it to happen.
10. The transaction. What is for sale, how the process will run and what happens next.

What buyers read first

The bridge from reported to adjusted EBITDA. Every add-back needs a reason and a document behind it. Aggressive add-backs are the fastest way to lose credibility, because every buyer will rebuild the number.

Customer concentration and retention. How much of revenue sits with the top five customers, and how long they have stayed.

Working capital and capital expenditure. What the business needs to keep growing. A business that converts little of its EBITDA into cash is worth less than its margins suggest.

The forecast against history. A projection that bends sharply upwards without a reason gets discounted. Show the bridge from the last three years to the forecast: which customers, which prices, which capacity.

Only then do buyers go back to the highlights, to see whether the story matches the numbers.

How long it should be

Many mid-market CIMs run to 30 to 60 pages, plus appendices. Length matters less than whether every claim is backed by a number a buyer can check later.

Mistakes that cost credibility

• Highlights that are adjectives, not facts. "Market leader" without a market share invites the question you did not want.
• Numbers that do not tie. The CIM, the financial model and the data room must show the same figures. Buyers check.
• Projections without a bridge. If the forecast cannot be explained from the past, it will be priced as if it were not there.
• Too much, too early. Customer names and contract margins belong with qualified buyers, not in the first document.
• Hiding the obvious weakness. Buyers will find it. Address it, and show what mitigates it.
• Writing for one kind of buyer. Strategic buyers read for fit and synergies; financial sponsors read for cash flow and returns. A good CIM serves both.

When the buyer is in another region

Cross-border buyers need more context, not less. Explain the market in terms they know, show the key figures in their currency as well as yours (US dollars work for most Gulf buyers), say which regulatory approvals the deal may need, and expect them to want to meet management in person before they bid.

How we help

We write teasers and CIMs for owners and advisors, together with the financial model and the buyer list, so the numbers tie across all three. See how our deal support works.

General information only. Not legal, tax or investment advice.