Scenario 01

---
name: analyze-cim-deal-teaser-s01
task_id: corporate-ma/analyze-cim-deal-teaser/scenario-01
description: Guides buy-side critical analysis of a confidential information memorandum, stress-testing earnings normalization, revenue quality metrics, and key-person risk against independently verifiable source data.
activates_for: [planner, solver, checker]
---

# Skill: Analyze CIM / Deal Teaser — Buy-Side Memo (Scenario 01)

## 1. Subject-matter triage

- Treat the CIM as a seller-authored pitch, not a verification source.
- Identify the target’s business model, revenue drivers, operating footprint, customer base, and regulatory touchpoints before assessing financial quality.
- If multiple periods, entities, facilities, or customer groups appear in the materials, enumerate them first and analyze each separately; do not blend distinct periods or counterparties into a single pass.
- If the materials support only one relevant business line or reporting scope, state that expressly and explain why the scope is singular.

## 2. Failure modes the skill is correcting

- Accepting management-stated financial metrics without independently recomputing them from underlying source schedules and supporting materials.
- Describing industry or operational risks generically rather than tying specific data-room observations to earnings impact and targeted follow-up requests.
- Treating all add-backs as equally defensible without assessing whether each would survive a third-party quality-of-earnings review.
- Failing to cross-reference the process timeline against contract expiration dates or customer concentration data.
- Collapsing separate customer, facility, or time-period risks into one narrative, which hides where diligence should focus.
- Stopping at issue spotting instead of stating why the issue matters economically, operationally, or transactionally for the buyer.

## 3. Legal frameworks / domain conventions that apply

- Earnings normalization: management add-backs can overstate performance through understated replacement compensation, below-market related-party arrangements, characterization of recurring costs as one-time items, and pro forma revenue without corresponding cost assumptions; each add-back requires independent assessment of defensibility.
- Days Sales Outstanding: compute using accounts receivable divided by trailing revenue, multiplied by the days in the period; discrepancies between stated and independently calculated DSO can signal receivables quality or revenue recognition issues.
- Backlog quality: distinguish firm contracted backlog with deterministic revenue from pipeline or soft backlog; management materials may blend these categories without clear disclosure.
- Customer and contract concentration: identify top customers by revenue contribution and cross-reference contract expiration dates against the expected closing timeline; contracts expiring before or during the deal process represent continuity risk.
- Key-person risk: individuals whose departure would materially impair customer relationships, technical operations, or regulatory standing must be assessed for contractual retention and transition planning.
- Capex-revenue divergence: projected revenue growth accompanied by flat or declining capital expenditure requires a specific operational justification; absent one, it can indicate unsustainable projection assumptions.
- Recurring compliance or environmental obligations should be tested against the cited permit, rule, ordinance, or contract requirement rather than accepted as “one-time” by label alone.
- Any legal or regulatory proposition in the memo should be tied to the controlling authority identified in the source set or, if absent, to the governing statute, regulation, rule, or standard ordinarily applied in the industry.

## 4. Analytical scaffolds

Work through the CIM and supporting exhibits in this sequence:

1. **Earnings bridge arithmetic**: recompute each add-back line; verify the stated adjusted earnings figure matches the sum of components.
2. **Add-back defensibility**: for each add-back, assess whether a third-party quality-of-earnings review would characterize it as non-recurring; flag any that appear recurring or understated in magnitude.
3. **Related-party and owner arrangements**: identify below-market leases, management fees, or intercompany transactions; estimate defensible market-rate replacement cost.
4. **Revenue quality**: independently calculate DSO from financial exhibits; identify revenue concentration by customer; check contract and master agreement expiration dates.
5. **Backlog analysis**: separate firm from soft backlog; assess whether backlog is sufficient to underpin projected near-term revenue.
6. **Projection stress-test**: test projected revenue growth against historical performance; identify the primary drivers; flag capex-revenue divergence.
7. **Key-person identification**: identify individuals critical to operations or customer relationships; assess retention arrangements.
8. **Regulatory or compliance cost characterizations**: flag recurring compliance costs that are presented as one-time items in the add-back schedule.
9. **Cross-document corroboration**: where the CIM, financials, customer schedules, or process documents diverge, prefer the underlying source exhibit and note the inconsistency explicitly.
10. **Issue closing discipline**: for each issue, tie the observation to a quantified magnitude or scale from the materials, identify the related exhibit or document that confirms or contradicts it, and state the consequence for diligence, valuation, or deal execution.

## 5. Vertical / structural / temporal relationships

- Compare current-period metrics to prior-period results, management projections, and any interim figures in the materials.
- Track whether customer or contract expirations occur before signing, before closing, or shortly after closing; the timing matters as much as the nominal concentration.
- Distinguish between enterprise-wide risk and site-, contract-, or customer-specific risk.
- If the materials include subsidiaries, facilities, or service lines with different economics, analyze them vertically rather than averaging across the group.
- Where a claimed adjustment depends on future savings, replacement hires, or transition timing, test whether the timing is realistic relative to the transaction process.

## 6. Output structure conventions

- Open with a concise executive summary that states the buyer’s overall posture, the principal diligence concerns, and the highest-value follow-up questions.
- Include a short assumptions / scope note if any source limitation affects confidence.
- Use a consistent issue format for each finding:
  - **Issue**
  - **Severity**: Critical / High / Medium / Low
  - **Observation**
  - **Why it matters**
  - **Source check / recomputation**
  - **Cross-reference**
  - **Follow-up request**
- Apply the severity scale uniformly across all entries and keep the severity rationale to one line.
- Where financial adjustments are discussed, include a compact table showing the original line item, your adjusted view, and the reason for any change.
- Include a diligence priority matrix that ranks open items by severity and urgency.
- End with a **Recommended Actions** block. Each item should use an imperative verb, name the responsible role if identifiable from the materials, and include a timing anchor tied to the signing, closing, or diligence cadence.
- Keep the memo analytical and buyer-focused; do not narrate the CIM.