3 – Review Information

Once your non-disclosure agreement is approved by Morgan & Westfield, you will receive preliminary information about the company, including a confidential information memorandum (CIM) and financial statements.

Confidential Information Memorandum (CIM)

Information in the CIM

The CIM is a comprehensive document that describes all major aspects of the business and covers the following topics: investment highlights, industry overview, company overview, financial overview, product and service description, sales and marketing, customers, operations, facilities, location, staff, transition, improvement potential, and assets. While it addresses the most common questions, the CIM does not cover every question you may have about a particular business. Some questions are best saved for a meeting with the seller.

The Purpose of the CIM

The purpose of the CIM is to help you decide if you’d like to arrange a virtual or face-to-face meeting with the seller or request additional information on the business.

Learn all about Confidential Information Memorandum (CIM) with our detailed guide.

Financials

After signing an NDA and reviewing the initial information on a company, you may request to see the normalized financial statements. These normalized financial statements are financial statements that have been adjusted to arrive at SDE or EBITDA.

Explore our comprehensive guides on Adjusting Financial Statements, EBITDA, and Seller’s Discretionary Earnings (SDE), including definitions, formulas, and examples, to help you decide whether to use SDE or EBITDA to value your business.

Additional Information

What information is provided before a letter of intent is accepted?

There are two main phases in a transaction.

• The period of time before a letter of intent is accepted.
• The period of time after a letter of intent is accepted (due diligence).

Before a Letter of Intent is Accepted

The information provided before a letter of intent is accepted assists you in evaluating the business. A thorough investigation of the business (i.e., due diligence) can be conducted only after a letter of intent is accepted. 

Confidentiality may be compromised if the seller releases documents to every buyer who requests them, and an informational leak may be difficult to locate and control. It’s for this reason that sensitive information is released only after an offer is accepted.

At the beginning of the sales process, the seller makes claims that aren’t verified until an offer is accepted and you officially begin due diligence. You will receive detailed information to verify the seller’s claims only after a letter of intent is accepted.

The following information is typically released to you before the LOI is accepted:

Normally contained in the CIM:

• Breakdown of sales by customer type (customer names are redacted)
• Breakdown of sales by product or service type
• Summary of staff and key employees (names are redacted)
• Summary of key lease terms
• Equipment list
• Seller’s disclosure statements

Additional information:

• Marketing material
• Sales literature and brochures

Financial information:

• Profit and loss statements
• Balance sheet

Can I receive a copy of the tax returns and bank statements before submitting an offer?

Once an offer is made, you will have sufficient time to conduct due diligence and verify the accuracy of all financial records and other information. Many buyers request to see tax returns and bank statements before making an offer, but releasing this information each time would put the seller’s sensitive information in jeopardy because multiple copies would be released to multiple parties. We, therefore, only release tax returns and bank statements after an offer has been accepted.

After the LOI is Accepted

Representations the seller makes are only confirmed after an offer is accepted. Once the seller accepts your offer, due diligence begins, which allows you to confirm the seller’s representations by reviewing more detailed information, such as tax returns and bank statements.

The following information is typically released to you after an offer is accepted: