skills/cim-builder/references/transaction_modules.md

# Transaction Type Modules

Use this reference to tailor the CIM to process objective. The same company can require a different CIM depending on buyer universe, seller type, and transaction structure.

## Table of contents

- [Full company sale](#full-company-sale)
- [Sponsor exit / sponsor-to-sponsor sale](#sponsor-exit--sponsor-to-sponsor-sale)
- [Founder-owned / family-owned sale or recap](#founder-owned--family-owned-sale-or-recap)
- [Majority recapitalization](#majority-recapitalization)
- [Minority growth equity](#minority-growth-equity)
- [Debt raise / refinancing](#debt-raise--refinancing)
- [Corporate carve-out / divestiture](#corporate-carve-out--divestiture)
- [Distressed sale / special situation](#distressed-sale--special-situation)
- [Strategic divestiture by public company](#strategic-divestiture-by-public-company)

## Full company sale

Emphasize:

- strategic rationale and scarcity.
- broad investment thesis.
- buyer universe fit.
- standalone financial profile.
- synergy opportunities.
- management continuity.
- process timeline and next steps.

Diligence pressure points:

- true sustainable EBITDA.
- customer concentration.
- forecast credibility.
- change-of-control issues.
- management retention.
- regulatory approvals.

Outputs to prioritize:

- full CIM.
- buyer-specific positioning notes.
- management presentation outline.
- data room index.
- buyer Q&A prep.

## Sponsor exit / sponsor-to-sponsor sale

Emphasize:

- institutionalized processes.
- clean financial reporting.
- margin expansion achieved and remaining.
- organic growth durability.
- add-on acquisition platform.
- professional management team.
- exit paths.

Diligence pressure points:

- sponsor-era add-backs.
- acquisition integration.
- leverage capacity.
- growth left for next owner.
- quality of earnings.

Outputs to prioritize:

- adjusted EBITDA bridge.
- add-on M&A roadmap.
- sponsor underwriting case.
- lender-ready metrics.

## Founder-owned / family-owned sale or recap

Emphasize:

- founder story and customer trust.
- untapped professionalization.
- growth investment opportunity.
- margin upside from systems/processes.
- culture and relationship durability.
- second-level leadership development.

Diligence pressure points:

- founder dependency.
- owner compensation and add-backs.
- customer relationships tied to founder.
- systems and reporting maturity.
- succession plan.

Outputs to prioritize:

- founder transition framing.
- management depth analysis.
- owner add-back support.
- professionalization value creation plan.

## Majority recapitalization

Emphasize:

- platform quality.
- management rollover and alignment.
- organic growth levers.
- margin expansion.
- M&A runway.
- sponsor return case.
- capital structure capacity.

Diligence pressure points:

- management incentives.
- realistic debt capacity.
- buyer governance rights.
- quality of growth.
- recurring revenue durability.

Outputs to prioritize:

- sponsor value creation thesis.
- LBO-relevant financial exhibits.
- debt capacity metrics.
- management rollover narrative.

## Minority growth equity

Emphasize:

- use of proceeds.
- founder/control alignment.
- market opportunity.
- efficient growth.
- product-market fit.
- capital efficiency.
- governance expectations.
- path to next financing or exit.

Diligence pressure points:

- burn and runway.
- cohort quality.
- CAC efficiency.
- valuation support.
- governance and downside protections.

Outputs to prioritize:

- growth plan and use-of-proceeds.
- cohort and unit economics.
- capital efficiency summary.
- investor rights issue list.

## Debt raise / refinancing

Emphasize:

- cash flow durability.
- recurring or contracted revenue.
- collateral.
- covenant headroom.
- leverage capacity.
- downside case.
- cash conversion.
- working capital.

Diligence pressure points:

- normalized EBITDA.
- add-back acceptance.
- cyclicality.
- customer concentration.
- capex and NWC needs.
- liquidity.

Outputs to prioritize:

- lender presentation outline.
- debt capacity summary.
- downside and covenant sensitivity.
- EBITDA bridge.
- cash flow conversion exhibit.

## Corporate carve-out / divestiture

Emphasize:

- standalone business quality.
- strategic rationale for separation.
- standalone financials.
- TSA plan.
- customer/vendor transferability.
- management team and separation readiness.
- dis-synergies and stranded costs.

Diligence pressure points:

- accuracy of carved-out financials.
- shared services.
- IT separation.
- legal entity structure.
- stranded cost assumptions.
- customer contract assignment.
- employee transfer.

Outputs to prioritize:

- standalone cost bridge.
- TSA workplan.
- separation risk matrix.
- standalone management plan.

## Distressed sale / special situation

Emphasize:

- asset value.
- speed and certainty.
- liquidity needs.
- transaction mechanics.
- downside protection.
- claims/liabilities.
- buyer ability to close.

Diligence pressure points:

- cash burn.
- debt and liens.
- legal process.
- customer/vendor attrition.
- employee retention.
- executory contracts.
- required approvals.

Outputs to prioritize:

- process timeline.
- debt stack and claims summary.
- liquidity runway.
- buyer qualification criteria.
- risk and liability matrix.

## Strategic divestiture by public company

Emphasize:

- strategic fit for buyer.
- non-core rationale for seller.
- standalone or integrated economics.
- management transition.
- customer and employee continuity.
- disclosure sequencing.

Diligence pressure points:

- public disclosure and MNPI.
- TSA and separation costs.
- regulatory review.
- antitrust.
- stranded costs.
- employee communications.

Outputs to prioritize:

- public-safe vs NDA-only content split.
- separation plan.
- counsel/compliance review checklist.
- buyer-specific synergy framing.