Confidential Information Memorandum (CIM) Guide

The short answer

A confidential information memorandum (CIM) is the document that presents your business to buyers who have signed an NDA. It describes what the business is, how it makes money, what the figures look like month by month, what is licensed and what is transferable, and why it is for sale. A buyer should be able to make an indicative offer from the CIM alone.

It sits between two other documents. Before it comes the blind teaser, a one- or two-page summary that does not identify the business. After it comes the data room, where the buyer verifies everything the CIM says. In iGaming the CIM has to cover things a generic business memorandum ignores: the licence and who holds it, the payments stack, player or traffic quality, and the dependencies a third party can switch off.

Teaser vs CIM vs data room

Keeping the layers separate protects you. A competitor who sees the teaser learns nothing that identifies you. A buyer who reads the CIM knows enough to bid, but cannot access back-office data or player records until there is a signed LOI.

What goes into an iGaming CIM

Buyers read the executive summary and the financials first, then go straight to the risks. Structure the CIM so those three answers are easy to find.

1. Executive summary. One page: asset type, markets, licence, trailing-12-month GGR, NGR and earnings, the trend, the reason for sale and the proposed structure. If a buyer reads nothing else, this page should tell them whether to keep going.
2. Business overview. Brands and domains, launch date, products (casino, live, sports, poker), target markets and history of ownership.
3. Licence and compliance. Who holds the licence, its number, jurisdiction and renewal date, markets covered, compliance history, and how the licence or white-label contract is expected to transfer.
4. Platform and technology. Own platform, turnkey or white label; game providers and aggregators; key third-party tools; who owns the code, the domain and the player data.
5. Players or traffic. For operators: depositing actives, first-time depositors, retention cohorts, lifetime value and concentration. For affiliates: traffic by country and channel, rankings for core terms, and history through Google updates.
6. Marketing and acquisition. Channels, cost per first-time depositor, affiliate agreements, CRM and bonus policy.
7. Payments. PSPs and methods by market, fees, reserves, and whether accounts can move to a new owner.
8. Financials. Monthly GGR, NGR, costs and earnings for 24–36 months; the definition of NGR used; a bridge from reported profit to normalised SDE or EBITDA with each add-back explained.
9. Team and operations. Who does what, which roles depend on the owner, and who stays after the sale.
10. Growth opportunities. Concrete, evidenced levers a new owner could pull: new markets under the existing licence, unused CRM, underused traffic. Keep them grounded; buyers do not pay for vague potential.
11. Risks and how they are managed. Regulatory changes, traffic dependency, concentration. Stating them yourself is more credible than having a buyer find them.
12. Transaction. Asset or share deal, what is included and excluded, price guidance or “offers invited”, transition support, and the process and timetable.

Operator CIM vs affiliate CIM

The structure above fits both, but the weight shifts.

For a sportsbook, add margin by month and how results moved around major tournaments, so a buyer can see the underlying trend through the volatility. For a platform or B2B supplier, add the client list (anonymised until diligence), contract terms, certifications and the product roadmap.

Common mistakes

• Annual totals instead of monthly figures. Buyers cannot see trend, seasonality or a recent drop in an annual number, so they assume the worst.
• No definition of NGR. If the CIM does not say which deductions are included, buyers will compare your NGR with figures calculated differently.
• Add-backs without evidence. Every adjustment from reported profit to normalised earnings needs a reason and a document behind it.
• Hiding concentration. If a few players or one operator drive most of the revenue, say so. A buyer will find it in diligence, and then question everything else.
• Glossing over the licence. Vague wording such as “fully licensed” without saying who holds the licence and how it transfers.
• Projections presented as facts. Forecasts are fine if labelled and explained; buyers price the business on what it has done.
• Marketing language. Words like “unique” or “huge potential” weaken a CIM. Numbers and evidence are more persuasive.
• Identifying details in the teaser. A distinctive logo, a screenshot, an exact launch date or a rare market combination can reveal the brand before any NDA is signed.
• Figures that do not match the data room. Every number in the CIM should tie to a source document. A mismatch found in diligence costs more credibility than the original number gained.

How we produce a CIM

1. Seller questionnaire. We start with a structured questionnaire covering ownership, the business model, platform and hosting, licensing, staff, marketing, traffic, payments, customers and finances. It surfaces most of the questions buyers will ask.
2. Data collection. Monthly figures, platform and PSP reports, traffic data and key contracts. Where something is missing, we say so in the CIM rather than leaving a gap for a buyer to find.
3. Normalisation. We build the bridge from reported profit to normalised earnings, so the valuation and the CIM use the same numbers.
4. Teaser and CIM drafting. The teaser is written to reveal nothing that identifies you. The CIM is written for a buyer who has to decide whether to spend money on diligence.
5. Your review. You check every figure and statement before any buyer sees the document, because the CIM is presented as your information.
6. Controlled distribution. The teaser goes to targeted buyers in our network; the CIM goes only to those who sign an NDA.

If you want the documents without a full sale mandate, our CIM and teaser service covers the same work.

FAQ

What is a CIM in M&A? A confidential information memorandum is the detailed sales document given to buyers after they sign an NDA. It describes the business, its figures and its risks, so a buyer can make an indicative offer.

What is the difference between a teaser and a CIM? A teaser is a short, anonymous summary sent to attract interest. A CIM is the full document, shared only after an NDA, and it usually identifies the business.

How long should a CIM be for an online casino? Long enough to support an offer, short enough to be read. For a small or mid-sized casino, sportsbook or affiliate site, 15–30 pages is usually enough. Detail beyond that belongs in the data room.

Who writes the CIM? Usually the broker, using information from the seller. The seller reviews it and confirms that it is accurate, because buyers rely on it.

Should the CIM include an asking price? It can state price guidance or say that offers are invited. Price guidance anchors buyers; inviting offers can work when several buyers are likely to compete. Either way, the valuation basis should be clear.

Is the information in a CIM legally binding? The CIM itself is normally not a contract, and it usually carries a disclaimer. The binding statements come later, in the warranties of the purchase agreement. Inaccurate statements in a CIM can still create problems, so every figure should be supportable.

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