CIM example: four claims the data room contradicts, and a $4,125M bid

You are the associate on the buy side. The banker, Kingsmill & Co., has sent the CIM for Project Voltaic: the sale of 100% of Ironvale Digital Infrastructure, a US data center developer and operator with 220 MW of commissioned capacity in six markets. The CIM shows $412.0M of FY25 revenue and $224.0M of adjusted EBITDA. The process letter of June 12, 2026 asks for a single enterprise value by July 23.

Before anyone prices the deal, your job is to test the CIM against everything else in the data room: the audited accounts, the executed leases, the power data and the construction budgets. This page takes that check one step at a time, each step run in Compound. The answer at the end: four of the CIM’s claims do not survive the room, and Compound indicates $4,125M, about $0.7B below what the CIM’s own numbers imply.

A confidential information memorandum (CIM) is the sell-side banker’s book on a company for sale, sent to buyers under an NDA after the teaser. The investment teaser is the anonymous one or two pages that come first. An offering memorandum (OM) is the same document under another name, common in larger processes and in real estate, where the broker’s OM carries a rent roll and a T12 (see the rent roll and real estate pro forma examples). A CIM nearly always holds an executive summary, investment highlights, operations, customers, market, management, historical financials with adjusted EBITDA, projections and an appendix.

Ironvale Digital Infrastructure and Project Voltaic are fictional: the company and its data room are the open data room of PE Bench, published under CC-BY-4.0. Everything Compound produced on this page is real: the workbook, tear sheet, IOI letter and slide come from one Compound run on that room, quoted unedited apart from excerpts.

CIM tear sheet: what the book says, on one page

The first step boils the CIM down to one page a partner can read in five minutes, every figure cited to its page.

Read as written, the CIM sells a long-dated, triple-net platform that funds its own growth. It claims a 6.9-year weighted average lease term (WALT), power passed through to tenants at cost and no new equity needed to finish the buildings under way.

Takeaway: so far the tear sheet tells the seller’s story, and the next step tests it against the room.

How to tie out a CIM against the data room

The second step sets each claim in the CIM against the document in the room that can prove or disprove it.

Compound’s CIM Tie-Out tab tests 24 claims. Revenue, NOI and occupancy tie to the audited accounts and the rent roll. These are the four contradicted claims that move the bid most.

The lease term is the finding a reader of the CIM alone could never make. The rent roll and the lease abstracts agree with the CIM. Only the executed leases, in a separate folder, show the hyperscale tenants’ terms ending four to seven years earlier. On those dates, hyperscale WALT is 4.6 years, not 9.7, and 31.8 MW carrying about $44M of rent rolls by FY28.

Takeaway: the room contradicts the CIM on earnings, power, lease term and funding, and together they are worth $689M of value at the appraisals’ multiple.

Adjusted EBITDA: $224.0M in the CIM, $201.8M for a buyer

The third step rebuilds the seller’s adjusted EBITDA one add-back at a time and sets out what a buyer would pay for.

Compound accepts the storm repair, severance and tax refund items, with a query on the insurance recovery. It makes three changes. It cuts transaction costs to the $1.92M spent after the Board authorized a sale, removes $11.1M of other income that is not property earnings, and deducts the $8.2M of power cost the tenants do not pay. Interest income also disappears in a cash-free, debt-free deal. The adjusted EBITDA page goes through each kind of add-back.

Takeaway: a buyer’s adjusted EBITDA is $201.8M, $22.2M below the CIM’s $224.0M.

Management questions, ranked by the value at stake

The fourth step turns each contradiction into a question for management and the first document request that would settle it.

Each question names the document that would answer it. The first asks for every executed amendment and phase supplement for the 12 hyperscale leases, reconciled to the rent roll. If those amendments exist, the lease-term discount goes away.

Takeaway: the four questions that move the bid go to management first, and the lease amendments alone are worth $227M.

The IOI: $4,125M, with no banker guidance to bid against

The last step prices the bid and writes the letter and the committee slide from the same workbook.

The process letter gives no price or multiple guidance. It asks for a single cash-free, debt-free value and says any range will be read at its low end. So Compound set the bid against what the room implies. The six campus appraisals imply 19.2x, which on the seller’s $224.0M plus the $508M already spent on buildings under way gives about $4.82B. Compound applies 17.7x to 18.5x to the buyer’s $201.8M, a discount for the shorter lease term, and deducts the PHX II cost overrun and the unbudgeted $18M DFW chiller. The size of that discount, 0.75x to 1.5x, is Compound’s own judgment, set as an input in the Workings tab.

Compound put the whole review on one slide for the investment committee.

The letter’s assumptions list is what makes a bid this far under the seller’s numbers defensible. Each assumption names a document, so the second round becomes a discussion of those documents. The slide follows the shape of the investment memo example, and the returns case waits for the data room and the LBO model. If Kingsmill invites you to Phase II, the financial due diligence example picks up from there.

Takeaway: with no guidance to anchor on, the bid is $4,125M, about $0.7B below the CIM’s implied value, and every deduction starts from a document in the room.

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