Module IV· Interview EssentialsIntermediate
Question
How would you structure an investment committee memo?
Answer
What
An investment committee memo is the 40–80-page document the deal team uses to seek approval for an acquisition from the IC. Classic 12-section structure:
- Executive summary: investment thesis in 3 sentences, recommendation.
- Transaction overview: deal source, process, counterparties.
- Investment thesis: 3–5 value-creation levers.
- Business overview: business model, USP, market position.
- Market and competitive analysis: TAM/SAM/SOM.
- Financial analysis: P&L, cash flow, EBITDA bridge.
Deep diveShow more details
Sections 7–12 (DD and structuring)
- Due diligence findings: commercial, financial (Q of E), legal, tax, operational, ESG, cybersecurity.
- Management assessment: background, track record, reference calls, sweet-equity plan.
- Value creation plan: concrete initiatives (pricing, cost reduction, add-ons, internationalization) with timeline and $-impact.
- Financing structure: Sources & Uses, debt tranches, pricing, covenants.
- Returns analysis: base/up/down cases, IRR/MOIC, sensitivities.
- Risks & mitigants: top 5–10 risks with mitigation plan.
Appendices: detailed models, benchmark multiples, ESG score, sensitivity tables.
Pitch tip
Question: "Which section is the most important?"
Answer: "The executive summary and the value creation plan. The ES is what the IC reads first — three sentences have to carry the thesis. The VCP is what gets measured after approval — concrete initiatives with owner, timeline, and $-impact. Everything in between has to support these two"