What should a business broker give a buyer after the NDA?
After the NDA, a business broker gives a buyer the CIM or CBR, the SDE recast with every add-back listed, and summary financials.
Tax returns, the lease, and named customers and employees wait for an accepted LOI. The SBA lender’s packet is a separate audience. Ask the lender, and cite SBA SOP 50 10 8.1.
After-NDA packet (definition). The CIM or CBR plus the SDE recast and summary financials a qualified buyer earns with the NDA.
Tax returns, the full lease, and named customers wait for an accepted LOI.
A Drive dump of the whole tree is not this packet.
The packet, sourced
Morgan & Westfield’s Confidential Information Memorandum guide and releasing information in phases put the CIM after the NDA is approved, and tax returns, bank statements, leases, third-party contracts, and staffing after an accepted LOI. How the NDA itself is collected is how business brokers get buyers to sign an NDA before the CIM. Who read that CIM is how a business broker can tell which buyers read the CIM. The bigger-deal version, with quality of earnings and a clean team, is what should be in a sell-side data room index. That index is a $5-50M auction. This page is Main Street: SDE, an SBA 7(a) buyer, and an asset sale.
| Put this | When it opens | Where the norm is written |
|---|---|---|
| CIM or CBR | After the NDA is approved | Morgan & Westfield CIM guide: after the NDA, additional information |
| SDE recast, every add-back listed | After the NDA, with the CIM | Main Street prices on SDE. List each add-back. |
| Summary P&Ls, YTD, balance sheet | After the NDA | Morgan & Westfield phases: P&Ls and balance sheets before the LOI |
| Asset and FF&E list, inventory summary | After the NDA | Morgan & Westfield: equipment list before the LOI |
| Lease summary, not the full lease | After the NDA | Morgan & Westfield: summary or abstract of the lease before the LOI |
| Anonymized employee and customer summary | After the NDA | Names wait. Concentration without names is enough to underwrite SDE. |
| Tax returns, bank statements, full lease, named contracts | After an accepted LOI | Morgan & Westfield diligence: federal returns after the offer is accepted |
| SBA lender packet | Its own audience, when the lender asks | SBA SOP 50 10 8.1, effective 1 October 2026. Ask the lender. |
After NDA, after accepted LOI, lender
IBBA (15 September 2026) stages a teaser before the NDA, the CIM once qualified, and the data room after an accepted offer. Keep the lender off the buyer’s audience. Have counsel review the cut. This page is not a template.
| Folder | After NDA | After accepted LOI | Keep out |
|---|---|---|---|
| Book of the listing | CIM or CBR, asking price, SDE recast | Updated recast if add-backs moved | The seller's draft valuation and private notes |
| Financials | Summary P&Ls, YTD, balance sheet | Tax returns, bank statements, sales tax reports | Bank logins, and the owner's personal returns unless the lender asks |
| Operations | FF&E list, inventory summary, lease abstract | Full lease, equipment leases, vendor contracts | The landlord's name in the teaser |
| People and customers | Headcount, anonymized concentration | Named employees, named customers, payroll | Social Security numbers and medical detail on staff |
| Lender | Closed to the buyer audience | What the lender asked for, in the lender's audience | One buyer's personal financial statement where another buyer can open it |
In a Cashpian room that split is two audiences: the buyer moves from the after-NDA audience to the after-LOI audience when the offer is accepted, and the lender gets its own. Preview the room as each audience before inviting anyone.
See What is Cashpian?, and pricing.
FAQ
Do tax returns go out with the CIM?
No.
Morgan & Westfield releases tax returns, bank statements, and the full lease after an accepted LOI.
The CIM and summary financials go after the NDA.
What does an SBA lender need in the room?
Ask the lender.
SBA SOP 50 10 8.1 is the source for 7(a) applications from 1 October 2026.
Put the lender in its own audience.
This page does not restate the SOP.
Is a CBR the same as a CIM?
A CBR is a confidential business review, the CIM's Main Street twin.
After the NDA, send one of them plus the SDE recast.
Do not send both as competing books.
When do named customers go in?
After an accepted LOI.
Before that, an anonymized employee and customer summary.
Have counsel review the cut.
Sources
- Morgan & Westfield, Confidential Information Memorandum: A Detailed Guide, retrieved 2026-10-01. Buyer signs NDA, then CIM. Tax returns, bank statements, leases, contracts, staffing after an accepted LOI. Releasing information in phases. Due diligence checklist.
- IBBA, The Integrated Deal Platform, 15 September 2026, retrieved 2026-10-01. Teaser before NDA. CIM once qualified. Data room after an accepted offer.
- U.S. Small Business Administration, Information notice 5000-880695, Issuance of SOP 50 10 8.1, effective 1 October 2026, last updated 14 August 2026, retrieved 2026-10-01. SOP 50 10, Lender and Development Company Loan Programs. Ask the lender. This page does not restate the SOP.
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.