Preparing a teaser and information memorandum faster: a guide for advisers

Where the time actually goes

Much of a memorandum’s preparation is not the prose. It is the chasing: the client’s management accounts in one format, the filed accounts in another, a customer list that does not match either, and a schedule of add-backs written from memory.

Then come the review rounds. The client corrects a date, the partner tightens the positioning, a figure changes in the financial section and has to be found again in the executive summary, the appendix and the teaser. IMAP, an M&A advisory firm, says memorandum preparation typically begins before the teaser goes out and can take several weeks.

None of that is the work clients value most. They hire a firm for its judgement on positioning, buyers, structure and negotiation. Anything that shortens the mechanical part leaves more of the engagement for that.

Late changes cost most. An illustrative case, with invented numbers: a customer share corrected from 28% to 34% after the client’s review has to change in the executive summary, the customer section, the risk discussion, a chart and the teaser’s description of concentration. Miss one and a buyer finds two figures for the same fact. The fixes below aim to make that one edit instead of five.

Capturing the facts once

One habit that cuts rework is a structured intake: one set of questions, answered once by the client, that every later document draws from. When the teaser, the memorandum and the data room index all read from the same record, a correction is made in one place.

• Three years of filed accounts and the latest management accounts, for the same periods.
• A schedule of proposed add-backs, each with the evidence behind it and whether it recurred.
• Customer revenue by account for each year, so concentration can be stated precisely.
• Director’s loan account movements and any related-party transactions.
• Headcount, key people and who intends to stay after completion.
• Premises, leases and any contracts with change-of-control terms.

Reconciling before drafting

A discrepancy found before drafting costs an email to the client. The same discrepancy found by a buyer’s accountants costs credibility, and can lead to a renegotiation. Running the cross-checks first means the memorandum is written from figures that already agree.

Our EBITDA add-backs guide covers the adjustments buyers most often challenge, and how we check sets out how teasr’s Exit Readiness Report cross-checks an owner’s figures.

Keeping the teaser anonymous

Teasers are usually one to two pages, and the hardest part is often what to leave out. A business is seldom identified by one fact; it is identified by a combination: a founding year, a regional location and an unusual accreditation can together point to a single company.

Many firms read the final draft as the client’s closest competitor would, and round anything that matches the filed accounts exactly. The government-backed nibusinessinfo.co.uk guidance gives customer names and pricing structure as examples of information to hold back until buyers are known to be serious. The owner’s guide to teasers is written for clients and can help when explaining the process to them.

A memorandum that agrees with itself

Buyers read the executive summary, then the financial section, then the appendices, and they notice when the three tell slightly different stories. The common slips are mechanical: a figure rounded in one place and exact in another, a calendar year mixed with a financial year, a customer percentage updated in the body and not in the appendix.

• State the period and the basis (filed, management or adjusted) next to every financial figure.
• Use one rounding convention throughout, and keep exact figures for the appendices.
• Show the bridge from reported to adjusted EBITDA line by line, not as a single total.
• Check the teaser’s bands against the memorandum’s figures after every revision.

The information memorandum guide sets out the usual sections, for firms that want a shared reference with clients.

Controlling who sees what

Once the NDA is signed, the question becomes who receives the memorandum and when. Sent by email, it is hard to track who has it and whether it was forwarded. Some firms release it through a platform that records each view and download, watermarks documents and holds buyer questions against the deal, so the client can see what has been disclosed and to whom.

Staging helps too. A common pattern is the full memorandum to buyers who have signed, with the most sensitive schedules, such as named customers, margins by product or staff costs, held for the shortlist. A competitor who signs the NDA might receive a version with those sections summarised. Deciding the stages before the teaser goes out, and agreeing them with the client, avoids making the call buyer by buyer under time pressure.

Buyer questions follow the same logic. Recording each question against the deal, with who asked it and what was answered, means the same answer goes to every buyer who asks, and a record of what was disclosed already exists when the disclosure letter is prepared. Buyers can read what they will see and when in the buyer’s guide.

Where teasr fits

On teasr, the firm captures the business through a structured intake, and every figure is cross-checked against every other with the add-backs bridged. A file that does not reconcile stops, and nothing is issued until the line that failed is answered. Then teasr AI drafts the teasr and the memorandum from that one record, under your firm’s name, and a person at teasr reviews each document before it goes anywhere.

The NDA, staged release and data room, with watermarks, an audit log and buyer Q&A, sit on the same deal. The firm keeps the judgement: positioning, buyer selection, negotiation and the close. The platform does not act for sellers or take a percentage of a deal, and every plan includes unlimited deals; see pricing for the plans.