Information Memorandum or I.M. means a document, ranging from 50 to 150 pages, typically prepared by the 'Arranger Bank' with the assistance of the 'Sponsor' (usually comprising one or more Equity Investors, Major Construction Companies etc). Once prepared and approved by the Sponsors, the Arranger Bank sends the I.M. to potential syndicate debt providers and subordinated debt providers. The Sponsors assists the Arranger in writing the Information Memorandum on the basis of information provided by the Sponsor's) during the due diligence process. The I.M. contains a commercial description of the 'Senior Borrowers' business, management and accounts, as well as the details of the proposed loan facilities and funding structure.
Where a leveraged transaction includes the issuance of public
securities (such as a high yield mezzanine bond) then it is typical for the
Arranger and Sponsors to prepare two different Information Memoranda.
One would be a public document incorporating only information which is available
in the public domain and which will be used by potential lenders who also want
to be able to freely trade in the public securities. The other will be a
private document, to receive which, potential lenders seeking more detailed
information, including due diligence reports, will be required to sign a
confidentiality agreement ("CA").
See GUIDE TO SYNDICATED LEVERAGED FINANCE
Examples of an Information Memorandum:
Downer EDI A$750,000,000 Debt Issuance Programme
Scheme to combine the businesses of the MBF Group and the BUPA Australia Group
Ocean Rig – Private placement information memorandum
Acquisition of a commercial property office building in Dresden, Germany