Treat the memorandum as an input
An offering memorandum can organize a seller’s story. It does not replace the underlying evidence. Read it against your own criteria before its suggested valuation or narrative becomes the anchor for the process.
Capture every important number with its period, definition and source. Revenue, adjusted EBITDA, owner cash flow, bookings and run-rate are different measures. Flag unaligned periods rather than silently reconciling them into a precise-looking multiple.
Ask what changes after the founder leaves
Identify the tasks the owner performs, who owns customer relationships, the availability and cost of replacement labor, licensing, key-person risks and transition obligations. A claim of low operating effort needs logs and an independent handoff test, not a paragraph in a deck.
For physical locations, surface lease term, renewal options, landlord consent, site condition and deferred capital needs. These are diligence questions, not assumptions to fill from a model’s general knowledge.
Return a decision packet
The first pass should say proceed, stop, or evidence needed; show the mandatory gates; and identify the few documents most likely to change the decision. A list of fifty generic questions is less useful than five questions tied to specific claims and constraints.
For a financed acquisition, separate business attractiveness from lender eligibility and affordability. SBA’s overview itself places repayment ability and lender review at the center of its program. A promising OM is not a loan approval.
Keep the claims separate from the record
Maintain a source snapshot and an issue log. Request missing material through the authorized channel and respect confidentiality. Our local CIM Lens only flags topic mentions and missing categories; it does not perform a quality-of-earnings engagement or independently verify a document.
- U.S. Small Business Administration · 7(a) program overview ↗Individual loan ceiling and permitted uses; lender eligibility remains separate. Checked 2026-09-15.