# CIM Builder Workflow

## Table of contents

- [Purpose](#purpose)
- [Phase 0: triage and mode selection](#phase-0-triage-and-mode-selection)
- [Phase 1: transaction context](#phase-1-transaction-context)
- [Phase 2: build the equity story spine](#phase-2-build-the-equity-story-spine)
- [Phase 3: buyer psychology analysis](#phase-3-buyer-psychology-analysis)
- [Phase 4: fact-base build](#phase-4-fact-base-build)
- [Phase 5: CIM architecture](#phase-5-cim-architecture)
- [Phase 6: drafting standards](#phase-6-drafting-standards)
- [Phase 7: diligence resilience](#phase-7-diligence-resilience)
- [Phase 8: refresh workflow](#phase-8-refresh-workflow)
- [Phase 9: final package](#phase-9-final-package)

## Purpose

Use this reference for the full sell-side CIM workflow. The goal is not to produce generic company marketing copy. The goal is to build a process-ready transaction narrative that a managing director could use to launch or refresh a sale, recap, capital raise, carve-out, or financing process.

## Phase 0: triage and mode selection

Start by identifying:

- assignment mode: new build, refresh, upgrade, teaser, management presentation, source pack, or intake only.
- deliverable mode: `cim_document`, `storyboard`, `presentation`, or `source_pack`. Default a written CIM, teaser, page-flow exercise, or storyboard to polished standalone HTML. Use presentation mode only for an explicitly requested deck, slides, management presentation, or lender presentation.
- transaction type: full sale, majority recap, minority growth equity, debt raise, carve-out, distressed sale, sponsor exit, founder sale, or corporate divestiture.
- company sector and business model.
- seller type: founder, sponsor, corporate parent, public company, family-owned, creditor-controlled, or management-owned.
- buyer universe: strategic, sponsor, lender, growth equity, infrastructure, family office, public-company acquirer, or mixed.
- available materials: model, financials, KPI exports, management interviews, customer data, market research, existing CIM, teaser, VDR, QoE, legal diligence.
- confidentiality level: blind teaser, NDA-only CIM, late-stage diligence, counsel-only, or public-safe.
- process-status constraint: signed transaction, exclusivity, go-shop, superior-proposal right, backup-bid posture, internal drafting exercise, or unknown. Do not imply that a buyer-facing process is open unless supported.

Output a short `input completeness assessment` before drafting if materials are incomplete.

## Phase 1: transaction context

A CIM for a sponsor exit is different from a founder recap, carve-out, debt raise, or distressed process. Define:

- process objective: maximize price, accelerate certainty, find strategic partner, raise growth capital, refinance debt, preserve liquidity, or create competitive tension.
- intended process breadth: broad auction, targeted sponsor process, strategic-only process, preemptive discussion, lender process, or one-off bilateral.
- valuation anchor: growth, margin, scarcity, synergy, cash flow durability, asset value, or platform potential.
- timing constraints: audit, monthly close, seasonal results, regulatory approvals, debt maturities, customer renewals, product launch, or market window.
- known sensitivities: customer names, employee issues, litigation, regulatory reviews, pending contract renewals, layoffs, public-company MNPI, trade secrets, or competitive data.

If unknown, make the default assumption explicit and include questions to confirm.

## Phase 2: build the equity story spine

Create a concise spine before drafting pages. Use this structure:

1. business definition: one sentence that makes the company understandable.
2. customer problem: pain point, budget owner, and why customers pay.
3. why now: secular, regulatory, technology, demographic, supply chain, consolidation, or customer behavior inflection.
4. why this company wins: capability, product, service model, compliance, data, brand, distribution, cost, contracts, network, or scarcity.
5. financial proof: revenue growth, margin, retention, cash conversion, backlog, recurring revenue, unit economics, or other relevant evidence.
6. growth runway: products, price, channel, geography, M&A, capacity, sales productivity, operating leverage, or strategic buyer synergy.
7. buyer-specific upside: what strategics, sponsors, and lenders can underwrite differently.
8. diligence pressure points: the top 3-7 issues buyers will test.
9. recommended framing: how to address those issues credibly.

Do not draft investment highlights until this spine is specific and evidence-backed.

## Phase 3: buyer psychology analysis

Translate the seller story into buyer underwriting logic.

### Strategic buyers

Emphasize adjacency, synergy, customer overlap, distribution leverage, technology/product fit, geographic expansion, competitive threat, integration risk, and regulatory issues.

### Financial sponsors

Emphasize organic growth durability, recurring or repeat revenue, margin expansion, debt capacity, management depth, add-on M&A runway, exit paths, and downside protection.

### Lenders and credit investors

Emphasize cash flow visibility, downside EBITDA, collateral, customer concentration, working capital, capex, covenant cushion, cyclicality, liquidity, and recovery value.

### Growth equity

Emphasize TAM credibility, product-market fit, efficient growth, retention, CAC payback, cohort quality, capital efficiency, management scalability, and path to next financing or exit.

## Phase 4: fact-base build

Build a fact table before writing. Separate facts, assumptions, and open questions.

Required fact categories:

- company overview: history, ownership, locations, products, services, revenue model, customers, management.
- market: category definition, growth drivers, addressable market, competitive landscape, buyer budgets, regulatory drivers.
- customers: segments, top customer concentration, tenure, retention, contract terms, expansion, churn, case studies.
- operations: delivery model, capacity, labor, facilities, suppliers, implementation, quality, compliance, technology.
- financials: revenue, gross margin, EBITDA, cash flow, working capital, capex, balance sheet, debt, adjustments, forecast.
- KPIs: sector-specific metrics and definitions.
- management forecast: drivers, assumptions, pipeline/backlog support, historical forecast accuracy where available.
- risks: known diligence issues, mitigants, disclosure staging, and owner for resolution.

## Phase 5: CIM architecture

Create a page architecture, not just a table of contents. Each page should have:

- page title with an argument.
- purpose.
- buyer question answered.
- exhibit concept.
- required data.
- draft bullets or message.
- source references.
- open questions.
- diligence risk.

A standard architecture is:

1. cover and confidentiality notice.
2. important notices and disclaimers.
3. executive summary.
4. investment highlights.
5. transaction overview.
6. company overview.
7. products/services/solution.
8. market overview.
9. competitive positioning.
10. customers and channels.
11. revenue model and unit economics.
12. go-to-market or sales engine.
13. operations/delivery model.
14. technology, IP, compliance, or product roadmap where relevant.
15. management team.
16. historical financial performance.
17. KPI analysis.
18. management forecast.
19. growth strategy.
20. M&A opportunities or synergy potential where relevant.
21. adjusted EBITDA and QoE bridge.
22. working capital, capex, and cash flow.
23. risks and mitigants.
24. appendix: detailed financials, definitions, case studies, market data, and source notes.

Tailor aggressively by sector and transaction type.

## Phase 6: drafting standards

Use argument-led page titles. Prefer:

- weak: `Revenue Overview`
- strong: `Recurring Revenue Base Has Expanded at a 24% CAGR, Supported by 118% Net Revenue Retention and Multi-Year Enterprise Contracts`

Draft bullets should be concise, quantitative, sourced, and buyer-relevant. Do not write long corporate brochure paragraphs unless the user asks for prose.

Every investment highlight should have:

- a specific claim.
- numeric proof if available.
- buyer relevance.
- diligence support.
- risk/mitigant if the claim could be challenged.

## Phase 7: diligence resilience

For every material claim ask:

- what would a skeptical buyer ask?
- what source proves this?
- is the metric definition clear?
- is the time period clear?
- is there a contrary data point?
- is the claim overstated?
- should the claim be external-facing, later-stage only, or internal-only?
- does counsel, compliance, or client approval need to review it?

## Phase 8: refresh workflow

For refreshes:

1. preserve original materials.
2. identify stale dates, old market data, obsolete logos, old monthly results, and outdated management quotes.
3. compare old vs. new financials and KPIs.
4. update LTM periods and fiscal year labels.
5. refresh charts and tie them to source data.
6. reassess the equity story if growth, margin, churn, pipeline, backlog, or risk profile changed.
7. soften or remove claims no longer supported.
8. add new positives where supported.
9. produce a change log and review list.
10. highlight pages requiring MD, management, counsel, or compliance review.

## Phase 9: final package

A complete output should include:

- transaction context and assumptions.
- equity story spine.
- CIM architecture or updated page flow.
- page-by-page plan or draft sections.
- investment highlights.
- financial exhibit plan.
- source log.
- missing information request list.
- diligence risk and disclosure matrix.
- buyer-specific positioning notes.
- refresh change log if applicable.
- MD review checklist.

Always separate external-ready language from internal banker notes.

For `cim_document` or `storyboard` mode, make the polished standalone HTML document the first-read artifact and use a page-plan/source-log workbook as a companion when useful. For `presentation` mode, make the native PPTX first read. Do not create a dashboard wrapper or render-contract companion for ordinary CIM work.

Before delivering HTML, inspect local headless-browser screenshots of the opening view and at least one page-plan, evidence, or readiness section. Before delivering a native deck, render and inspect slide previews. In either mode, confirm that citations, circulation posture, and management-support blockers are visible without exposing implementation artifacts.