Deal Preparation Methodology for Capital Raises and Closings

How Financely prepares teasers, CIMs, models, data rooms, legal opinions, and subscription docs. Built for investor diligence and compliant execution.

Deal Preparation Methodology

Investors and lenders do not fund stories. They fund files that survive diligence. That means a clear narrative, consistent numbers, clean documents, and an execution path that respects regulation and market practice. This page explains how Financely prepares deal materials for capital raises and closings, including the teaser, confidential information memorandum, model, data room, and legal documentation workstream.

If you want a reference point for how competitive processes run once the file is ready, see capital raising for independent private equity sponsors and raising capital for commercial real estate through private placements.

If your raise depends on family offices, do not blast a generic deck. Prepare the teaser and CIM first, then run targeted outreach with decision-maker meetings.

Family Office Introductions

What “Deal Preparation” Covers

Deal preparation is the packaging and compliance-aware coordination needed to move from “interesting” to “fundable.” It is not one document. It is a stack that stays consistent across marketing, diligence, and legal. When a number changes in the model, the teaser, CIM, term sheet, and disclosures must update with it.

  • Marketing layer: teaser, one-page summary, investor email copy, and positioning.
  • Underwriting layer: CIM, model, sources and uses, KPI bridge, and risk memo.
  • Diligence layer: data room index, document hygiene, Q&A workflow, and closing checklist.
  • Legal layer: counsel-led offering documents and transaction documents where needed.

Core Deliverables We Prepare

Investment Teaser

The teaser is the first filter. It should be short, factual, and built to earn an NDA and an information request. It focuses on the transaction, the ask, the downside story, and why now.

  • Transaction summary and use of proceeds
  • Capital request and target structure
  • Key metrics, traction, and proof points
  • Security, covenants, or investor protections in plain language

Confidential Information Memorandum

The CIM is the diligence bridge. It connects the opportunity narrative to the underwriting evidence. For a practical example of the document set expected in competitive raises, see documents to prepare for a competitive process.

  • Business, market, and operating model
  • Unit economics, cohort logic, or asset cash flow logic
  • Risks, mitigants, and what can break the deal
  • Use of proceeds tied to milestones and budget

Financial Model And Underwriting Pack

We build or clean the model so the numbers match the story and can be stressed. Lenders and serious investors want scenario logic, not a single straight-line case.

  • Base, downside, and sensitivity cases
  • Cash flow bridge to debt service or distributions
  • Sources and uses, fees, and transaction costs
  • KPIs, covenant definitions, and reporting cadence

Data Room Build And Q&A Control

A clean data room prevents churn. We set a structured index, define what belongs where, and keep version control. The aim is to make diligence feel calm and complete.

  • Data room index aligned to investor and lender checklists
  • Document hygiene, naming conventions, and redaction rules
  • Q&A log, responses, and approvals workflow
  • Closing checklist and conditions tracking

Term Sheet And Structure Memo

We align the proposed structure to market realities and to your negotiating leverage. This includes the waterfall logic, control rights, and remedies if the plan misses targets.

  • Instrument selection: equity, preferred, mezzanine, senior, unitranche
  • Governance, covenants, reporting, and consent rights
  • Security package outline where relevant
  • Clear definitions to avoid term-sheet ambiguity

Offering Docs And Subscription Pack

When the raise involves securities, the document stack must match the term sheet and the model. For a deeper primer, see how to write a private placement memorandum and the overview on offering documents and disclosures.

  • Subscription agreement and investor representations
  • Offering memo or disclosure documents where required
  • Entity documents: operating agreement, LPA, side letter templates
  • Wiring instructions, closing mechanics, and post-close reporting expectations

Legal Workstream: How It Is Handled

Financely is not a law firm and does not provide legal advice. When legal documentation is needed, we engage qualified external legal counsel appropriate for the jurisdiction and the transaction type. Counsel leads the drafting, legal opinions, and regulatory analysis. We coordinate the workflow so the legal package stays consistent with the economics, the model, and the disclosure narrative.

Common counsel-led deliverables include:

  • Private placement memorandum or disclosure memo where an offering document is required or prudent.
  • Subscription agreement capturing investor commitments, eligibility representations, and transfer restrictions.
  • Operating agreement, LPA, shareholders agreement defining governance, economics, and decision rights.
  • Security documents where the facility is asset-backed or covenant-heavy.
  • Legal opinions where required by counterparties or customary for the structure.

When A Legal Opinion Matters

Not every transaction needs a formal legal opinion. Some do. A legal opinion is commonly requested when a counterparty needs comfort on enforceability, authority, or other legal facts tied to closing risk. The exact scope is determined by counsel based on jurisdiction and structure.

  • Enforceability of core transaction documents in the governing law
  • Entity authority and due formation
  • Security creation and perfection strategy where relevant
  • Regulatory posture around the offer, marketing, and investor eligibility

Raising capital without a clean subscription pack creates last-minute legal fire drills. If your raise needs a PPM and subscription documents, start with the discipline and keep it consistent from day one.

PPM and Subscription Pack Guide

FINRA And Broker-Dealer Requirements

Certain activities in the United States can trigger broker-dealer registration requirements, especially when securities are offered and transaction-based compensation is involved. Where FINRA registration or broker-dealer involvement is required for compliant execution, the relevant work is delegated to a qualified firm, typically a FINRA-registered broker-dealer or other appropriately licensed counterparty, in line with applicable regulation.

Financely’s role in these cases is coordination and preparation: packaging the file, aligning materials, and managing process flow. Regulated activities are performed by the licensed parties under their own supervision, documentation, and compliance programs.

What We Need From You

The fastest way to get to “investable” is to remove ambiguity early. At minimum, expect to provide:

  • Corporate structure and ownership summary
  • Historic financials and current year performance
  • Budget, forecast, and key operating metrics
  • Contract set: LOIs, offtakes, customer contracts, supplier terms, leases
  • Use of proceeds and capex plan with milestones
  • Any existing financing documents and lender correspondence

Typical Timeline

Timelines depend on complexity and readiness. A prepared sponsor can move quickly. A messy file slows everything down. As a reference for a structured raise cadence, see the indicative phases described in this capital raising timeline.

  • Days 1–5: Intake, structuring plan, document checklist, initial teaser draft.
  • Days 6–15: CIM build, model clean-up, data room index and uploads.
  • Days 16–30: Outreach-ready pack, Q&A readiness, counsel workstream initiated where needed.
  • Ongoing: Updates, responses, term sheet iteration, closing checklist coordination.

Submit Your Deal For Preparation

If you have a live capital raise, acquisition, or structured finance mandate, submit your deal. We will review readiness, outline the preparation plan, and coordinate the document workstream with qualified counsel and regulated partners as required.

Submit Your Deal

Frequently Asked Questions

Do you write legal documents in-house?

No. Legal documents are prepared by qualified external legal counsel appropriate for the jurisdiction and transaction type. Financely coordinates the workflow so the legal stack matches the economics, the model, and the disclosure narrative.

What is the difference between a teaser and a confidential information memorandum?

A teaser is a short initial summary designed to earn an NDA and an information request. A CIM is the full diligence bridge: strategy, risks, financials, transaction structure, and evidence organized for underwriting.

Do I need a private placement memorandum?

It depends on the structure, jurisdiction, investor base, and distribution approach. Counsel determines what is required or prudent. For a practical primer, see how to write a private placement memorandum.

What is included in a subscription agreement?

It typically captures the investor commitment, representations on eligibility, transfer restrictions, acknowledgments of risks, and closing mechanics. Exact terms are counsel-led and tailored to the offering.

When do FINRA-registered firms get involved?

When U.S. regulatory requirements make broker-dealer involvement necessary for compliant execution, the regulated work is delegated to a qualified firm. Financely supports preparation and coordination while licensed parties perform regulated activities under their own supervision.

Disclaimer: This page is for general information only and does not constitute legal, tax, investment, or financial advice. Financely is not a law firm and does not provide legal advice. Legal documents, legal opinions, and regulatory analysis are provided by qualified external legal counsel and, where applicable, licensed and regulated counterparties. Financely is not a broker-dealer. Where broker-dealer registration or FINRA-member execution is required for compliant activity, the relevant regulated work is performed by qualified licensed firms under their own supervision, documentation, and compliance programs. All services are subject to eligibility, KYC, AML, sanctions screening, and counterparty approvals.