Draft Confidential Information Memorandum

---
name: draft-confidential-information-memorandum
task_id: corporate-ma/draft-confidential-information-memorandum
description: Guides drafting of a sell-side confidential information memorandum with core sections, management biographies, facility-level operating detail, capex categorization, and reconciliation of cross-source data discrepancies.
activates_for: [planner, solver, checker]
---

# Skill: Draft Confidential Information Memorandum

## 1. Subject-matter triage
- Treat this as a sell-side drafting task for an industrial transaction memorandum, not a legal opinion.
- Build the memorandum from the six source documents, resolving inconsistencies before drafting final prose.
- If the source set contains multiple figures for the same metric, select one reconciled presentation and note the basis in-line or by footnote.
- If a requested output file is named, that file is the primary deliverable and must be the operative memorandum, not a summary of it.

## 2. Failure modes the skill is correcting
- Presenting financial or operating data from one source document without reconciling conflicts with other source documents, which leaves unresolved discrepancies that will be challenged in diligence and weaken credibility.
- Omitting the distinction between maintenance capital expenditure and growth capital expenditure, which prevents buyers from understanding sustainable run-rate needs versus discretionary expansion investment.
- Collapsing management into a generic team description instead of giving person-specific biographies for the key executives.
- Describing facilities at a high level without the operational specifics buyers expect, including site footprint, occupancy status, equipment profile, and capacity utilization.
- Drafting a polished CIM that reads well but leaves no trace of how cross-source conflicts were handled.

## 3. Legal frameworks / domain conventions that apply
- A CIM is a transaction marketing document, so use standard disclosure conventions: confidentiality and use restriction, no-reliance / no-independent-verification language, and a clear transaction-purpose framing.
- The document should read like a buyer-facing industrial information package: executive summary, company overview, products and services, facilities and operations, management team, customers and markets, growth opportunities, financial overview, and source reconciliation should be present in a conventional sequence.
- Management bios should be individual and specific: name, title, tenure, and relevant background for each key executive, rather than a collective description.
- Facility descriptions should be operationally useful: location, size, ownership or lease status, landlord if leased, major equipment, and utilization or capacity profile.
- Financial discussion should separate reported performance from normalized presentation where relevant, and clearly distinguish maintenance capex from growth capex.
- Cross-source reconciliation should be explicit enough that a buyer can see which number was used and why, with a brief note identifying the conflicting source materials and the reconciliation basis.

## 4. Analytical scaffolds
- Start with the confidentiality notice and transaction-purpose disclaimer.
- Draft the executive summary around the company’s investment appeal, business scale, and transaction context.
- Present the company overview with founding history, organizational structure, and business model.
- Break out products and services by line, using revenue attribution where the source documents support it.
- For facilities and operations, write one subsection per site and include the operational attributes buyers use in diligence.
- For management, write one biography per named executive and keep each biography tied to role-relevant experience.
- For customers and markets, describe customer concentration and market position at an appropriate disclosure level.
- For growth opportunities, tie each opportunity to facts in the source set and avoid generic expansion language.
- For financial overview, present historical and projected performance only after reconciling conflicting source figures, and distinguish maintenance capex from growth capex in the narrative and any tables.
- For source reconciliation, footnote disputed figures and state the basis for the selected presentation without overexplaining.

## 5. Vertical / structural / temporal relationships
- Organize information from company-wide context down to segment, site, and person level so the reader can move from strategy to operations without gaps.
- Preserve temporal clarity: distinguish historical results, current run-rate information, and forward-looking or planned initiatives.
- When multiple source documents cover the same period, reconcile the period-specific metric before drafting adjacent narrative so the text and numbers align.
- Where a facility or initiative changes over time, note whether the description reflects current status, planned changes, or historical conditions.
- Keep capex and growth narrative aligned with the time horizon used elsewhere in the memorandum.

## 6. Output structure conventions
- Produce a complete CIM in conventional memorandum form, suitable for a sell-side aerospace manufacturing transaction.
- Use a clear, buyer-facing tone with concise headings and polished prose.
- Include a confidentiality / disclaimer opening, executive summary, company overview, products and services, facilities and operations, management team, customers and markets, growth opportunities, financial overview, and source reconciliation notes.
- Ensure each named executive receives a standalone biography.
- Ensure each facility receives standalone operational detail, not a generic portfolio summary.
- Distinguish maintenance capex from growth capex wherever capex is discussed.
- When the source set conflicts, present the reconciled figure and note the source basis in a footnote or parenthetical.
- Before finalizing, confirm the memorandum file is complete, non-empty, and contains the operative CIM content rather than a drafting outline.