A good CIM example runs 30–80 pages, goes out only after a signed NDA, and reads like an investment case, not a brochure: a thesis-led executive summary, a business and market section a buyer can model against, normalized financials with every add-back explained, and appendices that show the work. Below: the 9-section template we use on every confidential information memorandum at Waveup in 2026, plus an annotated illustrative excerpt.
A confidential information memorandum (CIM) is the 30–80 page sell-side document screened buyers read after signing an NDA: narrative plus financial substance, written for PE associates and corporate-development teams. The template is 9 sections, executive summary to appendices. We don't distribute fill-in templates; in our work on 50+ M&A transactions, the CIMs that closed were bespoke. Below: the structure and an annotated example.
For orientation, here is the CIM in numbers: how long the document runs, how fast a private equity reader decides, how the buyer funnel narrows from first contact to letters of intent, and what Waveup's two tiers cost and take. Each figure carries its source; the rest of this guide explains what those figures mean for how you write.
The CIM in numbers. Sources: Mergers & Inquisitions, Corporate Finance Institute, Morgan & Westfield; Waveup figures as published in 2026.
Who prepares a CIM?
The sell-side advisor or investment banker prepares the CIM; management supplies the data, the story and the sign-off. Banks staff it with analysts and a managing-director reviewer; boutiques write it with senior authorship. At Waveup, every CIM is written or reviewed by Olena Petrosyuk, ex-Lazard and JP Morgan, because buyers read past the cover to see who built it.
The convention is the same across the market: the banker or M&A advisory firm running the sale gathers information from top management and turns it into the CIM, the process's marketing document (Corporate Finance Institute). Main-street brokers do the same at their end (Morgan & Westfield). The founder contributes three things, none of them the writing: the raw material (management accounts, customer data, contracts, org chart), the judgment calls (why now, which buyers, what stays out) and the verification pass, because every number is re-tested in diligence and the founder signs it. At Waveup every CIM is written or reviewed by Olena Petrosyuk, Partner, ex-Lazard, JP Morgan and Oliver Wyman, with 10+ years in M&A.
What does a CIM contain? The 9-section template
A CIM contains 9 sections: executive summary, company overview, business overview, market analysis, operations, management team, financials, growth plan and opportunities, and appendices. Buyers read two of them twice, the executive summary and the financials, and the EBITDA normalization bridge above all. CFI and Mergers & Inquisitions use 8–10 headings; ours differs in what each section must prove, not the headings.
The industry converges on one skeleton: CFI and Mergers & Inquisitions publish near-identical outlines (heading counts in the table above), and M&I says bankers spend 90% of their thinking time on the executive summary and the financials (Mergers & Inquisitions). Here is how we build our 9: typical Standard-CIM section lengths in the table below, then what goes in each section, what buyers read twice and the mistake we see most in founder drafts.
Typical section lengths in a Waveup Standard CIM, 2026. The executive-summary comparison is from Corporate Finance Institute's template.
1. Executive summary
What goes in: a thesis-led opening: why this company, why now, why it's for sale, what the ask is; then headline financials, transaction rationale and a buyer-fit statement. Buyers read twice: the 'why is it for sale' line and headline adjusted EBITDA. The mistake: opening with company history instead of the thesis.
2. Company overview
What goes in: incorporation, ownership, history, locations, legal structure. Short and factual. Buyers read twice: the ownership table and entity chart: who can actually sell, what must be restructured before close. The mistake: marketing fluff where a legal-entity diagram should be.
3. Business overview
What goes in: what the company actually does: product or service, customer segments, pricing model, contract structure, unit economics. Buyers read twice: contract terms, renewal mechanics and gross margin by segment; that's where pricing power lives. The mistake: describing the product instead of the revenue model. Buyers acquire contracted cash flows, not features.
4. Market analysis
What goes in: TAM, SAM and SOM with the method shown (bottom-up build), growth drivers, regulatory context, competitive landscape and sector benchmarks (our market research framework feeds this). Buyers read twice: the competitive map and where the company sits on it. The mistake: a TAM lifted from a free Statista sample, no methodology, no bottom-up check; sector teams catch it in 5 minutes.
5. Operations
What goes in: tech stack, supply chain, production or delivery, key vendors, IP, facilities, systems: everything a buyer needs to model operating integration. Buyers read twice: dependencies: a single supplier, one engineer who owns the codebase, a lease expiring next year. The mistake: leaving them out. A dependency the buyer discovers is priced harder than one the seller disclosed.
6. Management team
What goes in: founders, C-suite and key operators, named and credentialed, with equity ownership and each person's intent after the transaction. Buyers read twice: who stays, on what terms. The mistake: not stating post-transaction intent. Left blank, a buyer assumes the founder leaves at close; stated, it becomes a rollover conversation (typically 10–30% in the deals we support).
7. Financials
What goes in: 3–5 years of historical P&L, balance sheet and cash flow; normalized EBITDA with every add-back disclosed (EBITDA vs revenue); a forecast of the same span from a driver-based financial model. Buyers read twice: the bridge from reported to adjusted EBITDA. PE readers skip to the financials early and treat management projections as optimistic by default (Mergers & Inquisitions). The mistake: a hockey stick with no drivers, or add-backs with no audit trail.
8. Growth plan and opportunities
What goes in: organic growth drivers, the roll-up or bolt-on angle, geographic expansion and the product pipeline, framed so a buyer can model synergies against their own platform. Buyers read twice: the initiatives management hasn't funded yet; that's where the buyer's upside sits. The mistake: no exit narrative. Skip 'why sell now, and what's the buyer's path to a return?' and the buyer writes the exit math themselves, conservatively.
9. Appendices
What goes in: customer concentration tables, cohort data, org chart, IP register, property schedule, material contracts summary: the 'show your work' section that bridges to the data room. Buyers read twice: the concentration table and the cohorts. The mistake: burying concentration here instead of disclosing it in the executive summary.
- A custom financial model: the CIM quotes it, the model answers the diligence questions the CIM anticipates
- A defensible valuation range (DCF, comparable transactions, sector multiples), held back from the CIM so you enter bids with an anchor
- A data-room index: an 80+ item checklist refined across 50+ M&A transactions, so buyer Q&A doesn't restart the week
What does a good CIM example look like? 2 real Waveup CIMs and an annotated excerpt
Below are pages from two real, anonymised Waveup CIMs: a Series C CIM for an insurtech scale-up and an 80-page divestment CIM for a lithium-battery technology firm, with client names, logos and figures replaced by placeholders. After them, an annotated excerpt of a fictional CIM shows the three pieces buyers weigh most: the executive summary, the financial summary and the customer-concentration table.
Example 1: Insurtech Series C CIM (2021), 5 pages
A B2B insurtech platform raising a Series C used a CIM in place of a pitch deck: its readers were PE funds and strategic carriers who wanted a memo's depth. The pages below come from the market chapter: the competitive-edge page that sets legacy insurance next to the company's product, 2 pages of third-party demand data that argue the timing, and the phased Asia-Pacific expansion map. Every client number is masked as XX. The structure is what to copy: one claim in the header, one exhibit per page, the source in the footer.
Example 2: Lithium-battery divestment CIM (2020), 5 pages
A global lithium-battery technology firm needed an 80-page CIM to divest a non-core division; the process triggered competitive bidding and closed with a strategic acquirer. The pages below are from the business-opportunity and market-analysis chapters: the demand thesis backed by a bank quote, the 'currently available strategic options' page that a divestment CIM carries and a raise-mode CIM does not, a lithium demand forecast by end-use, and an industrial-applications page. Each page carries one headline sentence, one chart and a cited source.
Annotated excerpt: executive summary, financial summary and concentration table
Real CIMs stay under NDA, so the excerpt below uses 'Northline Analytics', a fictional B2B SaaS company, to show what the three most-read pieces of a CIM should say, each followed by what a buyer checks first.
Northline Analytics is a B2B SaaS company that helps mid-market logistics operators price freight contracts using their own historical shipment data. Founded in 2018 and headquartered in Rotterdam, the company serves 212 customers across 14 countries, grew revenue from $6.4M in FY2023 to $14.8M in FY2025, and generates adjusted EBITDA of $3.1M (21% margin) with net revenue retention of 118%. 94% of revenue is contracted on multi-year subscriptions with an average remaining term of 22 months. The founders are seeking a majority sale to a strategic or financial partner able to fund expansion into North America, where 31% of inbound pipeline already originates and the company has no sales presence. The founding team intends to retain a meaningful minority stake and remain in their roles for at least 3 years. Management's base case reaches $34M of revenue by FY2028 on existing products and geographies; the North American build-out is presented separately as an upside case.
Why this works. Every question a PE associate asks in the first 10 minutes is answered in the first paragraph: what it does, how big, how profitable, how contracted, why it's for sale. That is how buy-side readers work: first pages, then financials, reject if the math fails (Mergers & Inquisitions). And the base case is separated from the upside: pricing an unfunded expansion separately earns the right to be believed on the base.
Northline Analytics (fictional): 5-year financial summary in $ thousands. All figures invented for illustration; A = actual, E = estimate.
What a buyer checks. First, the add-backs line: in FY2025 it is 23% of adjusted EBITDA, so each item needs a paragraph and a document behind it (the three items are broken out under the add-backs row). Second, that growth decelerates through the forecast, as the revenue-growth row shows: a driver-based model produces that; a hockey stick doesn't. Third, that forecast years carry no add-backs. Roughly 60% of the models we review carry Year-1 projections that are too aggressive. The typical overshoot is 2–3×.
Northline Analytics (fictional): top-5 customers, FY2025. All figures invented for illustration.
Why this works. Concentration is disclosed, not discovered. Top-5 at 36% of revenue is a real dependency, so the table frames it the way a buyer will test it: tenure (the largest account is in its seventh year), contract end dates (the one expiring within months is flagged, not hidden) and module penetration (the expansion case inside existing accounts). Undisclosed concentration is the mistake that most reliably becomes a re-price in diligence.
Which real CIMs has Waveup written?
Three anonymised examples (the first two are shown above): a divestment CIM for a global lithium-battery technology firm that triggered competitive bidding and closed with a strategic acquirer; a Series C CIM for an insurtech scale-up used instead of a deck for PE and strategic investors; and a pre-IPO CIM for an education-technology company. Since 2014 Waveup has supported 50+ M&A transactions, with $3B+ closed by clients.
Clients are never named and the documents stay under NDA. A global lithium-battery technology firm needed an 80-page divestment CIM for a non-core division. The process triggered competitive bidding and closed with a strategic acquirer (the wider engagement, $20M of financing and two bolt-on acquisitions, is on our M&A support case page). An insurtech scale-up raising a Series C used a CIM instead of a pitch deck: its readers were PE funds and strategic investors who wanted a memo's depth. An education-technology company in pre-IPO preparation needed the full narrative-plus-financial package. Three transaction types (pages from the first two are above), the same 9 sections, and the founder signing off on every word.
CIM vs teaser vs offering memorandum vs pitch deck: what's the difference?
A teaser is the short anonymous summary sent before the NDA; the CIM is the 30–80 page named document sent after it. An offering memorandum is a securities-law document for private placements, with risk factors and legal formalism a CIM doesn't carry. A pitch deck is a slide deck for VCs, forward-looking and thin on historicals; lengths are in the table below. Buyers decide from the CIM.
CIM vs teaser vs offering memorandum vs pitch deck: the 8 dimensions that decide which document you need
Two clarifications the table can't hold. Bank teasers often run longer than ours: Mergers & Inquisitions and Morgan & Westfield both put the bank teaser at 5–10 pages (both are sourced in the CIM-in-numbers table above). Ours stays at 1–2 pages, because a teaser's one job is earning the NDA. And a CIP (confidential information presentation) is the same document in slide format. Need a deck instead? That's a pitch deck job; our handbook of investor documents maps all 9 documents, and tear sheet examples covers the one-pager.
What makes a CIM fail? 5 mistakes and a pre-send checklist
5 unforced errors end live deals: projections with no driver backing, customer concentration buried in an appendix, EBITDA add-backs without an audit trail, market sizing lifted from a free sample, and no answer to 'why is this being sold now?'. We've seen each one stop a process. The fix: disclose, reconcile, source, and answer the exit question on the first 2 pages.
- ❗ Unrealistic projections. Hockey-stick forecasts with no driver backing. PE associates stress-test by cohort; if the model doesn't tie, the CIM is dead on second read.
- ❗ Undisclosed customer concentration. The top three customers are 60% of revenue and the CIM buries it. The buyer finds it in diligence and walks or re-prices hard.
- ❗ Missing normalization. EBITDA without add-backs disclosure, or add-backs with no QoE-style audit trail.
- ❗ Weak market sizing. A TAM lifted from a free Statista sample, no methodology, no bottom-up sanity check.
- ❗ No clear exit narrative. The CIM never answers 'why is this being sold now, and what's the buyer's path to a return?'. Strategic buyers and PE funds read for exit math.
Our pre-send checklist:
- ✅ Every add-back has a paragraph and a supporting document
- ✅ The top-10 customer table sits in the executive summary, not only the appendix
- ✅ Forecast growth decelerates and the drivers behind each year are visible
- ✅ Market size has a bottom-up build
- ✅ 'Why now, why sell, who stays' is answered in the first 2 pages
- ✅ Every number ties to the model and to a document in the data room
- ✅ Someone who hasn't seen the draft has read it as a buyer would, and the founder has signed off on every word
How long does a CIM take, and what does it cost?
At Waveup an Express CIM starts from a $10K retainer and takes 2–3 weeks when the data is clean; a Standard CIM takes 4–6 weeks and adds a custom financial model, a defensible valuation range and a data-room index. No success fee on CIM-only engagements. The wider market rarely prices the CIM alone: banks bundle it into a mandate with retainer plus success fee.
Market context first. Sell-side advisors mostly charge an upfront retainer on top of a success fee; published ranges put that retainer between $50,000 and $250,000, sometimes paid monthly (iMerge Advisors). Investment banks add a minimum fee at close and a monthly retainer on top; the ranges are in the table below (InvestmentBank.com). Those retainers fund the preparation work, teaser and CIM included (Auxo Capital, 2026 fee guide). Our guide to M&A advisor fees breaks the stack down.
Our model separates the document from the process. An Express CIM starts from a $10K retainer and ships in 2–3 weeks when the data is complete. A Standard CIM takes longer and includes the custom model, the valuation range and the data-room index; timing and scope are in the table below. No success fee on CIM-only work: the retainer is the fee. As of 2026, Express is the only CIM price we publish; Standard is scoped after a short diagnostic call. Buyer outreach, IOI and LOI management and diligence Q&A sit under M&A advisory, also from a $10K retainer.
What a CIM costs and how long it takes: published market ranges next to Waveup's 2026 tiers. Sources: iMerge Advisors, InvestmentBank.com, Auxo Capital 2026 fee guide; Waveup pricing as published in 2026.
On timing: build the CIM before you launch, not during. A full sell-side process still runs 6–12 months industry-wide, so the advisor should come in a year or more before close (the exact window is in the table above). 7 of 10 founders we work with underestimate what buyers ask for in diligence. Start with how to sell your startup; for what your sector trades at, see exit multiples by industry.
Do you need a CIM, or is a teaser or a deck enough?
You need a CIM when…
- You're selling the company, a division or a majority stake to PE or a strategic buyer, and the readers are associates and corp-dev teams
- Buyers have signed NDAs and are asking for historicals, normalization and customer data, not vision
- The story needs 30+ pages to be told fairly: multi-entity financials, a carve-out, a roll-up, regulated revenue
- You're raising growth equity from PE or strategics who read memos, not slide decks
- You want competitive tension: several buyers need the same complete package at the same time
A teaser or a deck is enough when…
- You're gauging interest before anyone signs an NDA: that's the teaser's job, 1–2 anonymous pages
- You're raising seed to Series B from VCs: they expect 12–18 slides and a model, not a memo
- There's one buyer, already inside your numbers, and the deal is a negotiated bilateral sale
- Your financials aren't reconciled yet: a CIM on unreconciled numbers is worse than no CIM, so fix the model first
- You need a one-page summary for a lender or an advisory board: that's a tear sheet
Related reading
- Confidential information memorandum writing: the service, tiers and what ships with every CIM
- M&A advisory services: buyer outreach, IOI/LOI management and diligence Q&A
- Business valuation services: the range you hold back from the CIM
- Data rooms for startups: what they are and how to set one up
- Tear sheet examples: 5 real one-pagers + templates
- Investor documents: a founder's handbook to all 9 you'll need
- How to sell your startup: the sell-side process from decision to close
- M&A advisor fees: retainers, success fees and minimums explained
- Business broker vs M&A advisor vs DIY — which to use (2026)
- Due diligence checklist for startups — 2026 guide with a downloadable CSV