Scenario 02

---
name: analyze-cim-deal-teaser-s02
task_id: corporate-ma/analyze-cim-deal-teaser/scenario-02
description: Guides buy-side critical analysis of a confidential information memorandum, stress-testing financial 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

## 1. Subject-matter triage

- Treat the CIM as a seller-side advocacy document: separate management narrative from source-backed facts, and identify where the memo depends on assumptions, nonrecurring adjustments, or forward-looking regulatory drivers.
- If the source set includes exhibits, customer lists, aging reports, contract summaries, or process materials, use them to test the CIM’s claims rather than repeating the CIM’s language.
- When multiple periods, customer groups, contracts, or adjustment categories are presented, enumerate them before analysis and run the same diligence logic across each item.

## 2. Failure modes the skill is correcting

- Accepting management-presented metrics without recomputing them from underlying source data where the exhibits permit verification.
- Describing risks in generic terms instead of tying each one to a specific data point, contract feature, or operational dependency.
- Treating all add-backs or normalization items as equally supportable without testing recurrence, timing, and third-party diligence defensibility.
- Missing customer concentration, contract rollover, or process-timeline risk because the analysis is not aligned to expiration dates and transaction milestones.
- Overlooking related-party economics, below-market arrangements, or owner dependence that can distort reported margin quality.
- Failing to distinguish firm contracted work from softer backlog or pipeline.
- Ignoring capex-revenue divergence or growth claims that rely on a narrow regulatory or market catalyst.
- Writing issue summaries that stop at description instead of closing the loop on magnitude, interaction, and transaction impact.

## 3. Legal frameworks / domain conventions that apply

- Earnings normalization: assess each adjustment for recurrence, support, and consistency with historical operating patterns; ask whether an independent diligence provider would accept it as a true nonrecurring item.
- Revenue quality: independently test collection, aging, and concentration metrics from source exhibits where available; mismatches between stated and calculated figures can signal recognition, timing, or collectability issues.
- Contract and customer concentration: identify major customers, then cross-check contract expiration, termination, renewal, and assignment features against the expected deal timeline.
- Backlog convention: separate firm contracted backlog from soft backlog or pipeline; do not combine categories unless the source materials clearly do so and support the aggregation.
- Related-party and owner arrangements: identify leases, management fees, intercompany services, or other off-market terms that may require replacement-cost analysis.
- Key-person risk: assess whether critical personnel control customer relationships, regulatory standing, technical operations, or institutional knowledge, and whether retention or transition support exists.
- Regulatory-driven growth: stress-test growth claims concentrated in one approval, mandate, subsidy, permit, or market rule against delay, narrowing, or non-implementation.
- Diligence framing: every conclusion should be anchored in the source materials and in standard buy-side diligence practice, not in unsupported inference.

## 4. Analytical scaffolds

1. Recompute any stated bridge, margin, or adjustment math from the source exhibits; verify that the presented adjusted metric follows from the listed components.
2. For each adjustment, test whether it is truly nonrecurring, whether it recurs in other periods, and whether a third-party diligence reviewer would accept the rationale.
3. Review related-party and owner-linked items for market-rate comparables, replacement cost, and any dependency that survives post-close.
4. Build the revenue-quality view from the source data: customer concentration, aging/collections, contract duration, and renewal exposure.
5. Separate backlog into firm, contingent, and pipeline-like elements; assess which portions actually support near-term revenue expectations.
6. Test capex assumptions against the revenue narrative; growth with flat or declining investment may indicate strain, deferred maintenance, or unsupported scaling.
7. Identify key people by function and dependency, then assess whether retention, succession, or transition measures are sufficient.
8. For any growth story tied to a single external driver, test the likelihood, timing, and scope of that driver and the sensitivity of the forecast if it slips.

## 5. Vertical / structural / temporal relationships

- Compare any contract or customer expiry date to the anticipated signing, financing, and closing window; if an obligation can roll off during the process, flag continuity and repricing risk.
- Trace how a reported adjustment flows through revenue, EBITDA, working capital, or covenant-relevant metrics if the source materials connect them.
- Note when the same person, contract, or customer appears in multiple roles across the materials, because that usually indicates concentration of operational or commercial control.
- If the CIM presents growth by segment, geography, or service line, compare the mix shift over time rather than relying on a single point estimate.
- If the source set contains multiple periods, show the trend and the inflection point; avoid analyzing an isolated year in a vacuum.

## 6. Output structure conventions

- Start with a concise executive assessment: overall buy-side view, the main diligence risks, and the highest-value follow-up questions.
- Define a simple ordinal severity scale once at the top of the memo and apply it consistently to each issue.
- For each issue, use a compact issue block with: observation, source basis, severity, why it matters, and targeted diligence follow-up.
- Each issue should close the loop by stating: the magnitude or scale shown in the materials, any source item it interacts with, and the deal consequence for the buyer.
- Include an adjustment table that lists each proposed adjustment, the supportability view, and the resulting diligence position.
- Include a diligence priority matrix that pairs issue, category, severity, and a specific information request.
- End with a Recommended Actions section that uses imperative verbs, identifies the responsible internal role, and ties each step to a transactional timing anchor.
- Keep the memo fact-driven and concise; do not repeat management’s story unless you are using it as a contrast point for diligence concerns.