Confidential Information Memorandum: Key Documentation for Private Equity Investments

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Restaurants provide potential investors with a Confidential Information Memorandum early in the deal process. The document is designed to give firms a clear and accurate picture of the investment, while highlighting why it represents such an unmissable opportunity. The sell-side deal team should work with legal counsel, an investment banker, and an accountant to assemble the materials. A sell-side advisor will provide valuable information about what exactly investors are currently looking for.   

Executive Summary

The executive summary gives a brief company overview, highlighting the restaurant’s market and competitive landscapes, management team, history, key financials, scope of potential investment, and key investment considerations. This final element is perhaps the most important, as it allows the sell-side team to start pitching the investment opportunity and describe how the deal would fit in with restaurant’s strategic goals.

Company Description

This section goes into greater detail about company’s history, legal structure, business model, and corporate strategy. The historical section should include both highs and lows, and the business model and corporate strategy should demonstrate that the restaurant has clear and achievable goals for the investment period.

Business Description

A deep dive into the restaurant’s day-to-day business, this component should include detailed brand information, menus, markets, intellectual property, and customer profiles. For multi-concept organizations, this section should include each restaurant.

Operational Overview

Restaurant owners know that the foodservice business is a game of inches: profits are won and lost in operations, and this section should go into detail about supply chains, kitchen operations, logistics, quality assurance programs, marketing strategies, and POS, inventory, and other managerial systems.

Human Resources

Provide potential investors with an organizational chart, highlighting key players in the transaction and those employees who would be instrumental in the post-deal strategy. Also include an overview of all current employees, salaries, benefits, labor regulations, and training programs.

Infrastructure

This section details the restaurant operation’s physical resources: locations, IT systems, other properties (off-site kitchens, warehouses, corporate headquarters), and any environmental regulations.

Industry Landscape

While some PE firms have experience in the foodservice space, many are brand new to the segment. Use this section to give interested parties an honest account of the current and future industry landscape, including annual growth rates, sales volume, and current trends. Include information about competitors, highlighting the restaurant’s competitive and strategic positioning.

Financials

During the due diligence phase, the buy-side deal team will dig into an operations finances, not only to ensure accuracy but also to build its own models and projections. In this early stage, simply provide profit and loss statements, balance sheets, and cash flow statements for the prior 36-months

Outlook

End the CIM on a high note: use this final section to summarize the future outlook, list growth drivers, highlight strategic goals (and the plan to reach them), and remind the PE firm of why this restaurant operation represents a sound — and exciting — investment opportunity.

ABOUT AARON ALLEN & ASSOCIATES

Aaron Allen & Associates is a leading global restaurant industry consultancy specializing in growth strategy, marketing, branding, and commercial due diligence for emerging restaurant chains and prestigious private equity firms. We help restaurant operators and investors make informed decisions, minimize risk, and maximize sustainable value. With experience on both the buy- and sell-sides of transactions, we have a robust understanding of trends and factors impacting restaurant chains and private equity funds around the world. We help protect, enhance, and unlock value throughout every phase of the investment lifecycle. Collectively, our clients post more than $100 billion in annual sales, span all 6 inhabited continents and 100+ countries, with tens of thousands of locations.

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