Investment Committee Memo

A packaging playbook, not an analysis. It consumes work already done — returns from an LBO or DCF, a valuation range from comps and precedents, a downside from the sensitivity playbook — and presents it for a decision. If those inputs do not exist, produce them first; a memo assembled over gaps reads as complete and is not.

The committee has seen hundreds of deals. State the recommendation in the first line, not the last. Nothing in the memo may contradict the recommendation without that contradiction being addressed.

When: "IC memo", "investment committee", "write it up", "investment case", "deal memo", "recommendation paper", "present this to the partners".

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Structure

Header. Deal name, date, confidentiality marking. Recommendation — invest, pass, or invest with conditions. Expected return as base case IRR, MoM and hold period. Total commitment as equity cheque and total enterprise value.

Executive summary — three paragraphs, and only three. One: what the opportunity is and why it exists, whether that is a market dislocation, a proprietary approach, or a platform extension. Two: why the money is made, naming the value creation levers. Three: what could go wrong and why the return remains acceptable — the key risk, its mitigation, and the downside return. Do not write a second summary anywhere else in the memo.

Company overview. Two or three sentences on what the business does and how it earns. Then competitive position, assessed honestly — if there is no moat, say there is no moat. Then the financial snapshot:

	LTM	Y+1E	Y+2E	Y+3E
Revenue
EBITDA
EBITDA margin
Free cash flow
Debt / EBITDA

Industry. Market size and the portion genuinely addressable by this company — those are different numbers and conflating them is the most common inflation in an IC memo. Growth rate with two specific drivers, not general trends. Competitive structure — fragmented, consolidating, oligopolistic — and what it implies for pricing power. Tailwinds, quantified where possible. Headwinds, stated rather than buried.

Investment thesis — three to five points. Each must be specific and falsifiable: state the bet, state how you would know within the hold period whether it is working, and state what would prove it wrong. A thesis point that cannot be disproven is a sentence, not a thesis.

Valuation. Each methodology with its implied enterprise value, implied multiple, and the assumption that drives it — DCF with its WACC and terminal growth, trading comps at the peer median, precedent transactions at the transaction median — then the negotiated entry price on the same basis. Say explicitly whether entry sits at the low, middle or high end of the range, and if high, what justifies paying it.

Returns.

Scenario	Exit EBITDA	Exit multiple	Exit EV	Equity proceeds	MoM	IRR
Bear
Base
Bull

Then the IRR bridge, attributing the return across EBITDA growth, multiple expansion and debt paydown as three percentages that sum to the total. A return resting mainly on assumed multiple expansion is a bet on the exit market rather than on the business, and the committee is entitled to see that stated.

Risks.

Risk	Probability	Impact	Mitigation	Residual

Five risks, ranked. Residual risk after mitigation is the column that matters; a mitigation that does not reduce the residual is not a mitigation.

Recommendation. Restate the call. If invest, the conditions on price, structure, timing or diligence that must hold before close. If pass, what would have to change — price, structure, or demonstrated performance — to revisit, and at what point. Then open items before close, each with an owner and a date.

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The line that must appear: what would change this recommendation. A memo that cannot state the finding that would reverse it has not tested itself.

Prose discipline. The executive summary is three paragraphs. Every other prose section stays within its stated length. Tables carry the numbers. Do not attach supplementary analyses unless asked for them.

Inputs to gather: deal name and description; deal type; equity cheque and total EV; target LTM revenue, EBITDA, growth and margin trend; proposed structure including leverage, equity percentage and management rollover; underwritten IRR and MoM; the investment thesis in the sponsor's own words; known risks; sector competitive dynamics.