Investment Committee Memo Template

A great investment committee memo doesn't sell the deal — it stress-tests it. This template imposes a structure that surfaces risk instead of burying it, so the IC debates the real questions rather than a polished pitch.

Why structure matters

Unstructured memos drift toward advocacy: the sponsor wants the deal, so the memo argues for it. A disciplined template forces every deal through the same lens, makes memos comparable across the pipeline, and creates a written record you can revisit at exit to learn what you got right and wrong.

The template sections

1. Executive summary

One page. The company, the transaction, the amount, the thesis, and the recommendation. If the IC reads only this page, they should understand the decision.

2. Company overview

• What the business does and how it makes money.
• Market position and competitive dynamics.
• Management team and ownership.

3. Investment thesis

The heart of the memo. Why this company, why now, and why you. State the two or three specific reasons this investment should work, each of which must be falsifiable rather than a platitude.

4. Value-creation plan

• The specific levers: growth, margin, add-ons, operational improvement.
• Who executes each lever and on what timeline.
• What has to be true for the plan to work.

5. Financial analysis

• Historical and projected performance.
• The LBO/returns model and its key assumptions.
• Sensitivity analysis across entry, exit, and growth.

6. Risks and the bear case

The section that separates rigorous firms from hopeful ones. Force an honest answer:

• What are the top three ways this loses money?
• What's the downside case, and what does equity look like in it?
• What are the mitigants, and are they real or wishful?

7. Diligence findings

• Key findings from commercial, financial, and legal diligence.
• Open items and how they'll be resolved before close.

8. Recommendation and terms

• The proposed structure, price, and financing.
• Conditions and the requested approval.

How to use it

• Fill every section, including the uncomfortable ones. A blank bear case is a red flag, not a green light.
• Circulate before the meeting so the IC arrives having read it.
• Keep it honest. The memo is a decision document, not marketing. The firms that write candid memos make better decisions and learn faster.

Archive every memo and revisit it at exit. Comparing the thesis you wrote to what actually happened is the cheapest, most powerful way to improve your investment judgment over time.