How should an independent sponsor share a deal with co-investors?
An independent sponsor shares a signed deal with family-office co-investors in stages: a teaser before any NDA, the CIM and quality of earnings after a co-investor NDA, and the full packet after a soft commit.
Check the seller’s NDA first. Financing sources are often not Representatives without the seller’s written consent.
Co-investor share (definition).Staged disclosure of one acquisition to uncommitted equity partners under NDA, with non-circumvention as the independent sponsor’s real protection.
A Drive folder of the CIM is not this share.
An SPV portal is a later job.
Share in stages, not as one dump
Family offices are the capital the independent sponsor is usually raising. Citrin Cooperman’s 2025 Independent Sponsor Report, drawing on more than 170 professionals, found family offices cited as a capital source by 62 percent of independent sponsor respondents, ahead of high-net-worth individuals at 55 percent (Citrin Cooperman, 12 December 2025). Axial’s 2025 Independent Sponsor Report, from 83 active independent sponsors, put family-office usage as an equity partner at 85 percent (Axial, 23 October 2025).
Those people have not committed yet. Holland & Knight tells the independent sponsor to soft-circle equitybefore, or with, the LOI, then lock economics in a memorandum of understanding that does not itself commit funds (Holland & Knight, 10 April 2024). The share follows that clock: teaser, then CIM, then the room.
The first email is usually the teaser plus the co-investor NDA. Turning the NDA is what opens the investment memo for a capital partner.
| Stage | What goes out | When | Gate |
|---|---|---|---|
| Teaser | Sector, size, headline earnings, process timing. No CIM. | Before any co-investor NDA. | None. Keep customer names and the broker book out. |
| CIM and quality of earnings | Broker CIM, QoE or its scope, investment memo. | After the co-investor NDA, and after seller consent if the seller's NDA requires it. | Co-investor NDA with non-circumvention. Have deal counsel review. |
| Full packet | Model, sources and uses, debt term sheet, rollover, the independent sponsor's economics. | After a soft commit. | One room. One audience per investor or investor group. |
Check the seller’s NDA before you forward the CIM
The independent sponsor signed the seller’s confidentiality agreement to see the company. That paper, not the co-investor NDA, is what decides whether a family office may see the CIM.
Baker McKenzie and the Association of Corporate Counsel, in Drafting and Negotiating Transactional NDAs (ACC SFBA, 29 October 2021), put potential financing sources in brackets in the definition of Representatives, and add: no potential financing sources or insurers shall be deemed Representatives unless Disclosure has previously provided its consent in writing. They note it is not unusual for a seller to insist on a blanket restriction at signing and lift it later. Have deal counsel read that clause before you forward the CIM. This page is not a template.
Non-circumvention is the independent sponsor’s real protection
The co-investor NDA keeps the CIM quiet. Non-circumvention is what stops the equity provider going around the independent sponsor to the target or its advisors. Holland & Knight, in the same April 2024 alert, calls that covenant the independent sponsor’s best friend, and the lack of it a nightmare. Once the MOU is signed, it may be the only leverage left. Have deal counsel review the NDA and the MOU. Do not copy a clause from this page.
That NDA is not a fund commitment, not a securities offering, and not accredited-investor verification. Those jobs belong to deal counsel and, later, to an investor portal. See What is Cashpian? for the company behind the room.
Which tool for which job
DocSend wins the teaser and the CIM. A dedicated room wins once the quality of earnings, the model, and more than one co-investor sit in the same files. Drive wins one trusted office. Datasite wins the seller’s banker process. Juniper Square and Carta win subscriptions. What belongs in the folder is what should be in an independent sponsor deal package. Whether DocSend is still the tool is should an independent sponsor use DocSend or a data room. For the deck-versus-packet split at seed, see Should a seed founder use DocSend or a data room?.
| Job | Who wins | Why |
|---|---|---|
| Send the teaser or CIM and see who opened which page | DocSend | A tracked file. Family offices already know the viewer. |
| One trusted family office, view-only folder | Google Drive | $0. No watermark. Anyone with the Viewer link can copy it. |
| Quality of earnings, model, and more than one co-investor | Dedicated room | NDA at the door, one audience per investor, Q&A fenced. Cashpian is one example. |
| Subscriptions, capital calls, K-1s, wiring the money | Juniper Square / Carta | A later job. The room does not form an SPV or move money. |
| The seller's banker process | Firmex / SecureDocs / Datasite | The seller's room. The independent sponsor does not collect the seller's files. |
Email is fine until the second co-investor forwards the quality of earnings. Datasite and Intralinks are the banker tools; they are the wrong spend for a lower-middle-market raise. See pricing.
FAQ
Does the seller's NDA let me send the CIM to a family office?
Only if financing sources are Representatives, or the seller has given written consent.
Baker McKenzie and ACC flag that potential financing sources are often carved out until Disclosure consents in writing.
Have deal counsel read the seller's NDA before you forward the CIM.
When does a teaser become a CIM share?
When named numbers, customer lists, or the broker book leave the one-pager.
The teaser is pre-NDA.
The CIM and quality of earnings wait for the co-investor NDA, and for seller consent if the seller's NDA requires it.
Do I send the teaser and the NDA in the same email?
Usually. The teaser is readable before anyone signs.
Turning the NDA is what opens the investment memo.
Have deal counsel review the NDA. Some groups turn it only to read the memo, then pass.
Is Google Drive enough for two family offices on one deal?
For one trusted office and a view-only folder, yes.
Once a second co-investor is in the quality of earnings, Drive has no watermark, no per-investor audience, and no fenced Q&A.
That is when a dedicated room earns the line.
Does a data room replace Juniper Square or Carta?
No.
Those tools take subscriptions, capital calls, and K-1s.
The room is the share of one acquisition under NDA. It does not form an SPV or move money.
What does non-circumvention usually cover in a co-investor NDA?
Deal counsel usually stops the equity provider going around the independent sponsor to the target.
Holland & Knight calls that covenant the independent sponsor's best friend.
Have deal counsel review the NDA. This page is not a template.
Sources
- Holland & Knight, Key Considerations for Independent Sponsors Regarding Portfolio Company Governance, 10 April 2024, retrieved 2026-09-30. Soft-circle equity before or with the LOI. Non-circumvention in the NDA or MOU is the independent sponsor’s best friend.
- Holland & Knight, Independent Sponsors: Market Trends and Industry Insights, 17 October 2023, retrieved 2026-09-30. No one-size-fits-all terms. Lower-middle-market closing fees often 2 percent to 2.5 percent of enterprise value; have deal counsel review securities-law limits on success-based fees.
- Baker McKenzie / Association of Corporate Counsel, The Secret Getaway: Drafting and Negotiating Transactional NDAs, ACC SFBA, 29 October 2021, retrieved 2026-09-30. Potential financing sources often need Disclosure’s written consent before they are Representatives.
- Citrin Cooperman, Uncharted No More: Capital Sources in the Independent Sponsor Sector, 12 December 2025, retrieved 2026-09-30. Family offices cited by 62 percent of independent sponsor respondents; HNW 55 percent. More than 170 professionals.
- Axial, Axial’s 2025 Independent Sponsor Report, 23 October 2025, retrieved 2026-09-30. Family offices used as equity partners by 85 percent of 83 independent sponsors surveyed.
- Datasite, Diligence: banker-led M&A data room. Retrieved 2026-09-30.
If the files are already in a folder, grade which row they are on. Cashpian is a gated room for that packet. It is not a listing portal. It does not sell the company or run the deal.