Confidential Information Memorandum | Practical Law

Confidential Information Memorandum | Practical Law

Confidential Information Memorandum

Confidential Information Memorandum

Practical Law Glossary Item 5-382-3356 (Approx. 3 pages)

Glossary

Confidential Information Memorandum

Also known as an information memorandum. This term has a number of meanings. In the context of:
  • Capital Markets, a confidential information memorandum (also known as an offering circular, OC, offering memorandum, OM, private placement memorandum, or PPM) is a disclosure document delivered to potential investors in a private placement that provides information on the issuer and the securities being offered. Unlike a prospectus in a public offering, there are no specific regulatory requirements with respect to the content of a confidential information memorandum. Instead, the content included in a confidential information memorandum is typically driven by what is expected by the market. For guidance on drafting an offering memorandum, refer to Practice Note, Preparing an Offering Memorandum: Rule 144A/Regulation S Debt Securities Offerings.
  • Private Equity, a confidential information memorandum is also used as a disclosure document delivered to potential buyers in an auction to provide information on the target company. In the context of a private company acquisition where there is a controlled bid/auction process (that is, the sale of a company or business where the seller seeks competing bids for the target), a selling document which give bidders a reasonable amount of information about the target in order to elicit meaningful bids. It will usually contain:
    • A description of the target's business and its history.
    • Its principal assets.
    • Up-to-date and historical financial information.
    • Projections for the future.
    • Information about employees and, depending on sensitivity, about major customers and contracts.
  • Finance, also known as a bank book, a confidential information memorandum prepared by an arranger in connection with a loan syndication to prospective lenders which sets out details relating to the borrower and the financing.