Every professional company sale runs on two documents: the teaser and the information memorandum. They do different jobs, go to different readers and carry a different level of detail. The full guide is below, readable without downloading anything.
Two documents, one purpose
The teaser opens the conversation with the market. The memorandum closes it, carrying an investor through to an indicative offer. Once you see how they differ, it becomes clear why certain information is released at a particular point in the process, and why some of it is never released at all.
| Teaser | Information memorandum | |
|---|---|---|
| Length | 1 to 2 pages | 25 to 40 pages |
| Readers | Everyone on the buyer list | Only selected parties, after an NDA is signed |
| Company identity | Fully anonymous | Full name and details |
| Purpose | Create interest | Persuade a buyer to make an offer |
| Preparation time | 1 to 2 weeks | 4 to 8 weeks |
The investment teaser
A one-page, fully anonymous document. Its job is to create interest without revealing who your company is.
What the teaser is
The teaser is the first thing a potential buyer learns about your company. We send it to dozens, sometimes hundreds of parties on the buyer list, before anyone has signed a confidentiality agreement.
That is why its content is measured out. Specific enough that someone wants to get in touch, general enough that the company cannot be identified. An investor who reads the teaser and is interested signs an NDA. Only then do we release the name and send the memorandum.
The rule we do not bend: the teaser does not disclose the company name, the address, the owners’ details or anything that would allow identification. The name and the specifics reach an investor only after an NDA has been signed and you have approved that investor personally.
What the teaser contains
| Section | What it holds and why | |
|---|---|---|
| 1 | Header and confidentiality notice | Sector and transaction type, without the company name. A requirement to sign an NDA before anything further is released. |
| 2 | Business snapshot | Year founded, region (not the town), what the business does, how it sells. Three or four sentences. |
| 3 | Key financials | Revenue for the last three years with the trend, normalised EBITDA and margin, fixed assets, debt position. |
| 4 | Strengths | Four or five points: customer base, property, supplier relationships, team, market position. Specific, not generic. |
| 5 | Potential after the deal | Two or three sentences on what a new owner could do with this business. |
| 6 | Transaction structure | Type of transaction, what is being sold, the seller’s motivation in neutral terms, indicative timing. |
| 7 | Expected price range | Optional. An enterprise value range that filters out parties who are not serious. |
| 8 | Contact and next step | The adviser’s details and a plain instruction: sign the NDA and get in touch for the full memorandum. |
What the teaser leaves out
These are deliberate omissions. They protect you and the business at a stage where the investor has not been verified in any way.
- Company name, registration and tax numbers, address, owners’ and shareholders’ details
- Customer and supplier lists, even anonymised
- Detailed ownership structure
- Full balance sheet, profit and loss account and cash flow statement
- Anything about disputes, risks or problems in the business
- Company history and owner biographies
- Restructuring plans and internal strategy
Who sees the teaser, and when
| Stage | The marketing phase, before indicative offers are collected |
| Who sends it | The transaction adviser, on your behalf, without revealing your identity |
| Who receives it | Investors from the buyer list, specifically decision makers: chief executives, heads of M&A, fund partners |
| Access condition | None. The teaser goes out without an NDA, which is exactly why it is anonymous |
| What happens next | Interested parties sign an NDA. You approve or reject each one. Only then does the memorandum go out |
| Your control | Complete. No investor receives anything further without your consent |
The information memorandum
The main sales document of the transaction. A full, confidential presentation of the business for investors who have signed an NDA and whom you have approved.
What the memorandum is
An information memorandum usually runs to between 15 and 40 pages and is what an investor reads before making an indicative offer. It is written from the seller’s point of view, so it shows the business at its best, but honestly.
This is not a brochure. The memorandum is a financial and legal document. Every claim in it has to be provable with a document in the data room. If the memorandum talks about a stable customer base, the data room has to hold the figures that show it.
| Length | 15 to 40 A4 pages |
| Language | Polish, with an English version for foreign investors |
| Readers | Investors who have signed an NDA and whom you have approved |
| Confidentiality | Every copy numbered and assigned to a named investor |
| Purpose | Bring the investor to an indicative offer |
| Preparation time | 4 to 8 weeks from the point complete data is available |
| Who writes it | The adviser, working with the owner, the lawyer and the accountant |
Structure of the memorandum
The memorandum has fifteen chapters. Each answers a different question an investor will ask before putting an offer on the table.
| Chapter | What it covers | |
|---|---|---|
| 1 | Executive summary | Financial position, strengths, transaction structure, price expectation. The one section an investor reads before everything else. |
| 2 | Transaction information | What is being sold, ownership structure, process rules, timetable, legal disclaimers. |
| 3 | History and profile | Year founded and milestones, how the business model developed, legal structure, owners and their roles. |
| 4 | Market and competition | Market size and growth, regulation, customer segments, main competitors, the company’s position. |
| 5 | Business model | Product range, suppliers and purchase terms, sales channels, pricing and margins, the customer cycle. |
| 6 | Customer base | Number and mix of customers, concentration with top ten shares, length of relationships, sectors, retention. |
| 7 | Operations and infrastructure | Property, equipment, IT systems, operational processes, certifications. |
| 8 | People | Organisational structure, key people, employment terms, retention plans after the deal. |
| 9 | Historical financials | Three years of profit and loss, balance sheet and cash flow. Normalisation adjustments to EBITDA with the reasoning behind each. |
| 10 | Forecasts | A three to five year forecast, growth assumptions, capital expenditure, synergies for a trade buyer. |
| 11 | Legal matters | Corporate documents, licences, key contracts, off balance sheet obligations, disputes or the absence of them. |
| 12 | Tax matters | Tax history, audits, the recommended transaction structure and its consequences for shareholders. |
| 13 | Valuation analysis | Valuation methods, comparable transactions in the sector, the range of valuations, expected value. |
| 14 | Risk factors | Market, operational, key person and regulatory risks. Each assessed, each with the mitigation described. |
| 15 | Appendices | Financial statements, property valuation report, organisational chart, customer list held in the data room. |
What sits in the memorandum and what sits in the data room
The memorandum gives the picture. The source documents that back it up go into the virtual data room, which opens only once a letter of intent has been signed.
| In the memorandum: the picture | In the data room: the source |
|---|---|
| Normalised EBITDA with the adjustments described | Full cost schedules with the invoices behind them |
| Anonymised top ten customer structure | Full customer list with names and revenue |
| Property described, with the valuation figure | The full valuation report |
| Employment and pay structure described | Individual employment contracts |
| A statement that there are no disputes | The underlying legal correspondence and documents |
| Ownership structure described | Current company register extract, articles, share register |
| Main product categories and margins | Full sales data from the systems |
How the two work together
The teaser and the memorandum are not interchangeable. They serve two different stages of the same process and neither works without the other.
The order is not accidental. The teaser always comes before the memorandum. Reversing that order would mean your company is identified by people who were never serious candidates to buy it.
What we need from you
Below is the combined list of data needed to write the teaser (T) and the memorandum (IM). The sooner you gather it, the shorter the whole process.
| Area | Doc. | What is needed |
|---|---|---|
| Financials | T + IM | Revenue and profit and loss for the last three years |
| Financials | IM | Balance sheet and cash flow statement for the last two years |
| Financials | T + IM | Shareholder remuneration and private costs in the company, needed to normalise EBITDA |
| Financials | T + IM | Debt position: bank loans, leases, shareholder loans |
| Property | T + IM | The shareholders’ decision on whether the property is in the deal or carved out |
| Property | IM | Current valuation report |
| Customers | T | Approximate number of active customers and the share of the largest |
| Customers | IM | Anonymised top ten customers with revenue and shares |
| Customers | IM | Contracts with key customers and their expiry dates |
| Transaction | T + IM | Expected enterprise value range |
| Transaction | T + IM | The reason for selling, in neutral wording for external communication |
| Legal | IM | Current company register extract and articles of association |
| Legal | IM | Information on disputes, audits and off balance sheet obligations |
| People | IM | List of employees with roles and forms of employment |
| Market | IM | Main competitors in the region and your view on the key trends |
What next
If you are considering a sale within the next year or few, start by checking what a buyer will find in due diligence. The red flags checklist is the place to begin.
The terms used in this guide are explained in the M&A glossary, and the way we work is set out on the How we work page.
The first conversation takes 30 to 45 minutes and is free of charge: brzyski.com/en/contact