How to Write an Investment Committee Memo for an Acquisition (2026)

An investment committee (IC) memo is the short written case a buyer makes to the people who approve the deal: what the target is, what it costs, why it is worth doing, and what has to be true for the answer to stay yes. It turns weeks of diligence into one recommendation a reader can sign.

If you are a self-funded searcher, your investment committee might be one lender and your own discipline. If you are an independent sponsor, it is your capital partners. Either way the memo does the same job: it states the thesis, the price, and the risks plainly enough that someone who has never seen the deal can say yes, no, or "answer these three questions first."

What the IC memo is actually for

The memo is not a brochure for the business. It is the document that protects you from your own enthusiasm. By the time you write it you have spent weeks on the target and you want it to work. The memo forces you to put the thesis, the number, and the risks on one page where a cold reader can poke at them. A good memo is one a skeptic could use to argue against the deal, and the deal survives anyway.

It also creates a record. When you revisit the deal in year two, the memo is what you measure reality against: did the risks you named show up, did the thesis hold, did the price make sense.

The six sections an investment committee expects

Section	What it answers	Length
Recommendation	Pursue, pass, or pursue with conditions, and the headline number	3 to 4 sentences
Investment thesis	Why this business, why now, how the return is made	one paragraph
Financial summary	Revenue, normalized EBITDA, the multiple, working capital	one paragraph plus figures
Key risks	The three or four things that could break the thesis	short bullet list
Conditions to close	What must be verified or fixed before signing	short bullet list
The ask	Exactly what you want the committee to approve	2 to 3 sentences

The order matters. Lead with the recommendation and the number. An IC reads the first three sentences and the risks; everything else is support. Burying the recommendation on page three is the fastest way to lose the room.

A copyable skeleton

Recommendation: Pursue with conditions. [Target], a [sector] business doing [revenue] and [normalized EBITDA], at [multiple] for [enterprise value]. The recurring base is real; three findings move the price and are listed under conditions.

Thesis: [One paragraph: what the business does, why its revenue is durable, and the single clearest way value is created post-close.]

Financial summary: TTM revenue [figure]; reported EBITDA [figure]; normalized EBITDA [figure] after [the add-backs that survive a sale]. Note any gap between the CIM and the tax return and reconcile it before applying a multiple.

Key risks: [Customer or supplier concentration. Owner or key-person dependence. A contract, lease, or license that may not transfer. An earnings-quality question.]

Conditions to close: [The specific documents, confirmations, or fixes required before signing, each tied to a risk above.]

The ask: Approve proceeding to a [conditional LOI / confirmatory diligence] at up to [number], subject to the conditions above.

The mistakes that quietly sink a recommendation

• ✓Uncited claims. "The business is well diversified" with nothing behind it. An IC trusts a memo where every material figure traces to a document and page, and distrusts one where the numbers float.
• ✓Burying the risk. If the committee finds a risk you did not name, they stop trusting the rest of the memo. Name the worst thing yourself, then explain why the deal still works.
• ✓No clear ask. A memo that describes a deal but never says what it wants approved forces the reader to guess. State the ask in one sentence.
• ✓A number that does not tie. The classic: the revenue in your summary does not match the financials or the tax return. One unreconciled figure undermines every other number on the page.

How an AI first draft helps, if it is disciplined

The slow part of an IC memo is not the writing, it is assembling the verified findings: pulling the figures, checking them across the CIM, the financials and the tax return, and making sure nothing in the memo is a claim you cannot support. That is exactly the work that breaks down under deadline.

A diligence tool can draft the memo from the verified findings instead of from a confident summary, every figure traced to the source page it came from, and anything it cannot trace dropped before it reaches the draft. You still own the judgment and the ask; you start from a skeleton where the numbers already tie out. You can see what that cited output looks like on a synthetic deal in the interactive sample brief, which ends in a drafted IC-style memo built only from findings the documents support.

This pairs naturally with the letter of intent: the LOI is the offer you make the seller, the IC memo is the internal case for making it.

Frequently asked questions

What is an investment committee memo? It is the written recommendation a buyer puts to the people who approve a deal, covering the thesis, the price, the key risks, the conditions to close, and a clear ask. It turns diligence into a go or no-go decision.

How long should an IC memo be? Short. One to three pages for a small-to-mid-market acquisition. The committee reads the recommendation and the risks closely; length beyond that is usually support that belongs in an appendix.

What is the difference between an IC memo and an LOI? The LOI is the offer made to the seller. The IC memo is the internal document arguing for making that offer. They are written for different readers and should say different things.

Can AI write an investment committee memo? It can produce a strong first draft from your verified diligence findings, with each figure cited to its source, but the recommendation and the ask are yours. Treat the draft as a starting skeleton, not the final call.

Bring institutional process to your next acquisition: see a full cited brief and IC-style memo on a sample deal at Deal OS, or read how diligence automation catches what a fast read misses.