Delete the adjectives and see what's left

---

Owners tend to write the sale document as the ultimate company brochure: every achievement in, every weakness softened, every chart pointing up. A buyer reads it as a list of claims to be checked, one by one. The documents that do well are the ones that still stand up once the checking starts.

---

Somewhere near the front of most sale documents there’s a sentence like this one: “We are a leading provider of innovative, customer-focused solutions with an exceptional team and exciting growth opportunities.”

A buyer reads it and learns almost nothing. Every word raises a question the sentence doesn’t answer: leading according to whom, innovative in what way, exceptional on what evidence, and which growth opportunities, how large, and how achievable. The words sound positive because they’re supposed to. That’s exactly why they carry so little weight.

Here’s the same job done with evidence: “We install and maintain commercial refrigeration for 140 restaurants and supermarkets across south-east Queensland. Last year, 94 per cent of our revenue came from customers who were with us the year before, and no customer was more than 6 per cent of sales.” Every part of it can be checked, and a buyer already knows more than the brochure line told them.

Take the adjectives out

There’s a simple test for any sale document. Delete the adjectives and see whether the story still stands. If it does, you have an investment case. If it collapses, you have marketing copy.

What replaces the adjectives is evidence. Instead of saying customers are loyal, show retention. Instead of calling the customer base diversified, show how concentrated it is. Instead of strong growth, show the history and what drove it. Instead of a highly experienced management team, show how long each person has been there and what they actually run. Instead of significant expansion opportunities, show what has already been tested.

The market section works the same way. A buyer learns less from 20 pages of industry statistics than from one page on the segment you actually serve, what drives demand in it, and why customers choose you.

The more evidence you have, the less selling language you need. If something about the business is genuinely exceptional, show the buyer why. They can supply the adjective themselves.

Write it in the order a buyer reads

The main sale document is usually called the Information Memorandum, or IM: the investment case for your business, written so that a serious buyer can decide whether it’s worth more of their time. Owners tend to write it as a history. “We started in 2008 when I noticed a gap in the market.”

A buyer starts somewhere else. They want to know what the company does, how large it is, how profitable it is, what makes it attractive, what makes the revenue durable, and where growth could come from. Then they want the evidence. A buyer may be looking at several opportunities at once, so the opening pages carry far more weight than the rest. Don’t make them read 30 pages to find out why your business deserves a serious look. The history can explain how the business developed. It shouldn’t become the organising principle simply because that’s how the founder remembers it.

Before the IM there’s usually a teaser, a short first look that may not even name the company. Its job is to earn the next conversation, and the hard part is deciding what to leave out. It often goes to a long list of possible buyers, competitors among them, before any of them has signed a confidentiality agreement, and a competitor who recognises you has learned you’re for sale before you’ve chosen to tell anyone. If three competitors could identify the business from one customer description, think carefully before including it.

Usually the owner doesn’t send it. In most sales, the adviser running the process does: a business broker for smaller businesses, a corporate adviser or an accounting firm’s corporate finance team for larger ones. They agree a list of likely buyers with you, send the teaser to that list, and release the IM only to those who sign a confidentiality agreement, with more detail following in stages as buyers get serious. An owner can run the process alone, but an anonymous teaser sent from your own email address defeats the purpose, and you might as well take out a full-page ad in your local broadsheet.

Fact, interpretation, and aspiration

When you write the IM, imagine a buyer putting a question mark beside every important claim. “High customer retention.” Prove it. “Strong pipeline.” Prove it. “Experienced management team.” Prove it. “Recurring revenue.” Define it, then prove it.

Doing this forces you to separate three kinds of statement. A fact: “72 per cent of FY26 revenue came from customers who also purchased in FY25.” An interpretation: “This purchasing behaviour indicates strong customer continuity.” An aspiration: “Management believes the same model can be expanded into Victoria.” All three can appear in the same document, and a reader understands each of them. The trouble starts when an aspiration is written as though it were a fact.

Say the weakness before they find it

Every business has weaknesses: a concentrated customer base, a poor year, a lost customer, a dispute, a gap in management, a margin that slipped. The temptation is to tuck them away and hope nobody looks. If the issue is material, assume the buyer will find it, and then you’ve got two problems: the weakness itself, and the fact that you appeared to hide it.

The better approach is to explain it on your terms. Say what the issue is, accurately, with its context. Say what happened, what management has done about it, and what’s still unresolved. Materiality still applies, and a minor problem can be dealt with later in the process. The investment case, though, must never depend on the buyer failing to find something that proper due diligence will turn up.

Here’s the difference in practice. Imagine the IM says: “We experienced a 12 per cent revenue decline in FY25 following the loss of Customer X, which represented 18 per cent of prior-year revenue. We replaced approximately two-thirds of that revenue over the following 12 months and reduced our largest-customer concentration to 11 per cent.” Now imagine it says nothing, and the buyer discovers the lost customer while trying to work out why revenue fell. It’s the same history. It sends a very different signal about the people running the business.

One overstatement resets the whole document

Trust is cumulative. So is distrust.

A buyer can accept that forecasts are uncertain, and that management is optimistic. What does far more damage is finding that something presented as fact was materially overstated. Suppose the IM says a customer contract is “secured through 2029”, and the buyer reads the contract and finds the customer can end it on 60 days’ notice. From then on, the buyer reads the whole document differently, wondering what else was described generously, and what “committed pipeline”, “proprietary technology”, or “market leader” really mean.

You don’t know which statement will become the one that resets a buyer’s trust. Don’t give them one.

A buyer also compares every document in the sale with every other: the teaser, the IM, the management presentation, the financial model, the data room where the supporting documents sit, and the answers given in due diligence. If the IM says customer concentration is low, the customer data has to agree. If the presentation says the pipeline is strong, the CRM has to agree. When the pieces tell the same story, credibility compounds. When they don’t, scrutiny compounds. Keep one set of facts that every document draws on, use the same definitions everywhere, and update the documents when something changes. If a major customer leaves after the IM is written, don’t keep telling the old story and hope nobody notices.

Start before you think you need to

Good sale materials take longer than anyone expects, because writing them exposes what’s missing. You try to build the customer concentration chart and find the customer names don’t match across your systems. You try to set out the management structure and discover three roles overlap. You try to back up a market share figure and can’t find a source anyone would defend. That’s useful: the document is doing due diligence on the company before the buyer does. It’s also why the work shouldn’t start the day an adviser says they need the IM in three weeks.

Keep the design plain and professional. Cluttered pages and unreadable tables get in the reader’s way, and professional buyers are perfectly capable of being impressed by a plain page containing excellent economics.

The last test of good sale materials is whether they make the buyer’s job easier. Whoever champions your business inside the buyer’s organisation still has to explain it to an investment committee, a board, or a lender. Give them a case they can carry.

If you’re raising money rather than selling, your pitch deck gets the same reading. An investor’s analyst will put a question mark beside every claim in it too.

If you are the buyer here: pick the three boldest claims in the document and ask for the evidence behind each before the first meeting. How quickly it arrives tells you a good deal about the rest.

What to do this week

Take the first page of whatever you’d hand a buyer today. It might be a capability statement, the About page of your website, or the last presentation you gave your bank. Highlight every adjective.

Next to each one, write the number or the fact that would prove it. Where you can’t find one, you’ve found either a claim to drop or the evidence you need to start gathering.

The full guide to the sale documents, from the teaser to a data room that tells the same story as the IM, is in Crafting Impactful Sales Presentations and Materials, free to download from the Download Vault: manolutions.com/downloads.