This week, ROI President Gary Rayberg sits down with Sandy Kiriakidis and talks about the importance of a strong first impression in the form of a CBM.
Although it goes by many other names, it’s impact is often under estimated. Let’s break it down.
- First and foremost – let’s talk about what a CBM is?
So, ‘CBM’ stands for ‘Confidential Business Memorandum’. It goes by many names, that all mean essentially the same thing—it is also called a CIM – ‘Confidential Information Memorandum’ or ‘Offering Memorandum’ in the Investment Banking world, and sometimes ‘Dealbook’ or simply ‘book’.
No matter what it is called, the function of a CBM and CIM is the same—it is a comprehensive, sell-side document given to potential buyers consisting of an in-depth profile of the business, its operations, relevant facts and figures, as well as historical and projected financial information (including cash flow!). Think of a company as a living, breathing entity—you must understand all ‘moving parts’ before deciding if you can sustain it, and it is a good fit for you, as a buyer. The expression ‘you only get one chance to make a first impression’ is highly applicable here—the CBM is a detailed first impression for buyers.
A CBM is given to qualified buyers, who have expressed interest after receiving a confidential ‘teaser’ and completed a Non-Disclosure Agreement (NDA).
It is only after an NDA is executed that the identity of the Seller is divulged. Since we take all reasonable measures to protect our clients, and keep their identity confidential, it is only after interested buyers have signed an NDA, and qualified, that they are sent the CBM*.
- Are there different types of CBM’s?
I would not say they are different types, but I make sure to customize each CBM to best reflect each individual company. For example, say one of our clients (Seller) has a particularly strong marketing program. I will expand this section and dive deeper than we would for another company for which this is less relevant. If real estate is to be sold with the company, we will cover this much more thoroughly than we would for a company that is leased and/or relocatable when sold.
- Why would you recommend one?
I think having a sharp, comprehensive document is a cornerstone of a successful sale. It provides all the vital initial information for a buyer to decide if the company is a good fit. The CBM functions as a marketing document to showcase an attractive, complete portrayal of the business. It sets the stage for maximizing its value during the negotiation process.
We ensure that all financial information is complete and correct, and presented in a clear, concise way. I make sure to communicate the qualitative, or ‘soft’ information, in a concise way while painting an accurate, complete picture. Buyers simply do not have patience to read an overly wordy document, or on the other end of the spectrum, a document that is all ‘fluff’ and little substance. We avoid using too many pictures or making overly speculative statements.
A seller must review and approve the CIM before it is distributed to potential financial or strategic buyers. While M&A Intermediaries and Investment Bankers are professionals that understand the sales process, only the seller truly understands the ‘ins and outs’ of running their business. It is crucial that all valuable attributes of the business are highlighted in the CIM to get the best terms and highest possible price.
On another note, it is never too soon for a business owner to start thinking about the information that should be addressed in the CBM. For this reason, pre-sale planning can start months or even years before the actual sale of the company. We offer ‘Value Maker’ reports to help these buyers address their strengths and weaknesses, to strengthen their company before it is time to sell.
- What impact does a good CBM have on a deal?
As ROI continues our rapid rate of growth and expansion, we are doing deals with both greater revenue and complexity. In turn, the buyers for these companies are demanding a greater degree of sophistication and polish than the ‘Main Street’ buyer, so a CBM is essential in successfully presenting the company.
A solid CBM reflects positively on both the Seller’s company, as well as ROI.
It reduces the ‘back and forth’ questions since a buyer has all pertinent information up front. Of course, further questions are expected, depending on what aspects are most important to the specific buyer. It also greatly streamlines the sales process, as it involves putting together documents and gathering information that the buyer will request during due diligence. Don’t hesitate to contact ROI Corporation or another brokerage firm if you have more questions or if you feel like you’re ready for the next step.
About ROI Corporation
ROI Corporation, based in the Boston market, has been involved in the sale of businesses and real estate in over 30 states since 1997. They also assist in the transfer of business ownership between generations and to key employees and management teams. ROI serves all of New England including MA, NH, RI, ME and CT with two divisions; a main street division serving smaller businesses as well as their middle market M&A division. Their Marietta, Georgia office, specializing in Service Distribution & Manufacturing Companies, serves the southeast United States. For more information, please visit us on the web at www.roimergers.com or call (781) 682-6209.