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In this article, Emanuele BAROLI (ESSEC Business School, Master in Finance (MiF), 2025–2027) explains how to draft an M&A Information Memorandum, translating sell-side investment-banking practice into a clear, evidence-based guide that buyers can use to progress from interest to a defensible bid.

What is an Info Memo

An information memorandum is a confidential, evidence-based sales document used in M&A processes to enable credible offers while safeguarding the sell-side process. It sets out what is being sold, why it is attractive, and how the deal is framed, and it is structured—consistently and without redundancy—around the following chapters: Executive Summary, Key Investment Highlights, Market Overview, Business Overview, Historical Financial Performance and Current-Year Budget, Business Plan, and Appendix. Each section builds on the previous one so that every claim in the narrative is traceable to data, definitions, and documents referenced in the appendix and the data room.

Executive summary

The executive summary is the gateway to the memorandum and must allow a prospective acquirer to grasp, within a few pages, what is being sold, why the asset is attractive, and how the transaction is framed. It should state the perimeter of the deal, the nature of the stake or assets included, and the essence of the equity story in language that is direct, verifiable, and consistent with the evidence presented later. The narrative should situate the company in its market, outline the recent trajectory of scale, profitability, and cash generation, and articulate—in plain terms—the reasons an informed buyer might assign strategic or financial value. Nothing here should rely on empty superlatives; every claim in the summary must be traceable to supporting material in subsequent sections and to documents made available in the data room. Clarity and internal consistency matter more than flourish: the reader should finish this section knowing what the asset is, why it matters, and what next steps the process anticipates.

Key investment highlights

This section filters the equity story into a small number of decisive arguments, each of which combines a clear assertion, hard evidence, and an explicit investor implication. The prose should explain, not advertise sustainable growth drivers, defensible competitive positioning, quality and predictability of revenue, conversion of earnings into cash, discipline in capital allocation, credible management execution, and identifiable avenues for organic expansion or bolt-on M&A. Each highlight should read as a self-contained reasoning chain—statement, proof, consequence—so that a buyer can connect operational facts to valuation logic.

Market overview

The market overview demonstrates that the asset operates within an addressable space that is sizeable, healthy, and legible. Begin by defining the market perimeter with precision so that later revenue segmentations align with it. Describe the current size and structure of demand, the expected growth over a three-to-five-year horizon, and the drivers that sustain or threaten that growth—technological shifts, regulatory trends, customer procurement cycles, and macro sensitivities. Map the competitive landscape in terms of concentration, barriers to entry, switching costs, and price dynamics across channels. Distinguish between the immediate market in which the company competes and the broader industry environment at national or international level, explaining how each influences pricing power, customer acquisition, and margin stability. All figures and characterizations should be sourced to independent references, allowing the reader to verify both methodology and magnitude.

Business overview

The business overview explains plainly how the company creates value. It should describe what is sold, to whom, and through which operating model, covering products and services, relevant intellectual property or certifications, customer segments and geographies served, and the logic of revenue generation and pricing. The text should make the differentiation intelligible—quality, reliability, speed, functionality, service levels, or total cost of ownership—and then connect that differentiation to commercial traction. Operations deserve a concise, concrete treatment: footprint, capacity and utilization, supply-chain architecture, service levels, and, where material, the technology stack and data security posture. The section should close with the people who actually run the company and are expected to remain post-closing, outlining roles, governance, and incentive alignment. The aim is not to impress with jargon but to let an investor see a coherent engine that turns inputs into outcomes.

Historical financial performance and budget

This chapter turns performance into an intelligible narrative. Present the historical income statement, balance sheet, and cash flow over a three-to-five-year window—preferably audited—and reconcile management accounts with statutory figures so that definitions, policies, and adjustments are transparent. Replace tables-for-tables’ sake with analysis: show where growth and margins come from by decomposing revenue into volume, price, and mix; explain EBITDA dynamics through efficiency, pricing, and non-recurring items; separate maintenance from growth capex; and trace how earnings convert into cash by discussing working-capital movements and seasonality. In a live process, the current-year budget should set out the explicit operating assumptions behind it, the key milestones and risks, and a brief intra-year read so a buyer can compare budget to year-to-date performance. If carve-outs, acquisitions, or other discontinuities exist, present clean pro forma views so the time series remains comparable.

Business plan

The business plan translates the equity story into forward-looking numbers and commitments that can withstand diligence. Build the plan from drivers rather than percentages: revenue as a function of volumes, pricing, mix, and retention; costs split between fixed and variable components with operational leverage and efficiency initiatives laid out; capital needs expressed through capex, working-capital discipline, and any anticipated financing structure. Provide a three-to-five-year view of P&L, cash flow, and balance-sheet implications, making explicit the capacity constraints, hiring requirements, and lead times that link initiatives to outcomes. A sound plan includes a base case and either sensitivities or alternative scenarios, together with risk mitigations that are actually within management control. If bolt-on M&A features in the strategy, describe the screening criteria, integration capability, and the nature of the synergies in a way that distinguishes aspiration from execution.

Appendix

The appendix holds detail without overloading the core narrative and preserves auditability. It should contain the full legal disclaimer and confidentiality terms, a glossary of definitions and KPIs to eliminate ambiguity, detailed financial schedules and reconciliation notes, methodological summaries and citations for market data, concise contractual information for key customers and suppliers where material, operational and ESG indicators that genuinely affect value, and a process note with timeline, bid instructions, Q&A protocols, and site-visit guidance. The organizing principle is traceability: any figure or claim in the memorandum should be traceable to a line item or document referenced here and made available in the data room.

Why should you be interested in this post?

For students interested in corporate finance and M&A, this post shows how to translate sell-side practice into a rigorous structure that investors can actually diligence—an essential skill for internships and analyst roles.

Useful resources

Corporate Finance Institute – (CFI) Confidential Information Memorandum (CIM)

DealRoom How to Write an M&A Information Memorandum

About the author

The article was written in December 2025 by Emanuele BAROLI (ESSEC Business School, Master in Finance (MiF), 2025–2027).

▶ Read all articles by Emanuele BAROLI.

Drafting an Effective Sell-Side Information Memorandum: Insights from a Sell-Side Investment Banking Experience