---
name: ic-memo
description: "Investment Committee memo: sections I-IX (executive summary through recommendation), deal terms, returns analysis, risk factors — PE and growth equity patterns"
---

# IC Memo Skill

## When to activate
- Writing an Investment Committee memo for a PE, growth equity, or VC investment
- Structuring a deal recommendation for internal approval
- Documenting investment thesis, due diligence findings, and financial returns
- Preparing for an IC meeting and anticipating questions

## When NOT to use
- Formal prospectuses or investor-facing offering documents — regulated
- Public market investment research — different format and disclosure requirements
- Informal deal memos (one-pager) — adapt to a shorter format instead

## ⚠️ Important

IC memos present high-stakes investment recommendations. Every financial figure must be `[VERIFY]`-marked and sourced. Assumptions must be disclosed. The memo should enable informed decision-making, not advocate without acknowledging risks.

## Instructions

### The 9-section IC memo structure

```
I. Executive Summary
II. Investment Opportunity Overview
III. Business Description & Value Proposition
IV. Market Opportunity
V. Investment Thesis
VI. Due Diligence Summary
VII. Financial Overview & Returns Analysis
VIII. Risk Factors & Mitigants
IX. Recommendation
```

### Section I — Executive Summary

```
Write the Executive Summary for an IC memo.

Deal: [company name], [deal type: buyout / growth equity / minority stake]
Investment amount: $[X]M for [X]% ownership
Valuation: [EV/Revenue or EV/EBITDA multiple], EV = $[X]M
Returns: [X]x MOIC, [X]% IRR at [X]-year hold

Key investment highlights (3-4 bullets):
- [Revenue/growth summary]
- [Competitive moat]
- [Financial profile]
- [Why now / why us]

Summary recommendation: [Approve / Approve with conditions / Decline]
```

### Section V — Investment Thesis

```
Write the Investment Thesis section.

The investment thesis should answer:
1. Why is this business fundamentally good?
2. Why will it be worth more when we exit?
3. Why is this the right time?
4. Why are we the right partner?

Investment thesis pillars: [list 3-4 core themes]
Value creation levers we control: [operational improvements, M&A, geographic expansion, etc.]
Exit pathways: [strategic sale, IPO, sponsor-to-sponsor]
Why now: [market conditions, seller motivation, our competitive advantage in winning the deal]
```

### Section VII — Returns Analysis

```
Write the Returns Analysis section.

Entry assumptions:
- Entry EV: $[X]M ([X]x LTM EBITDA)
- Entry equity: $[X]M (after debt: $[X]M)
- Entry date: [year]

Base case operating scenario:
- Revenue CAGR: [X]% over [X]-year hold
- EBITDA margin expansion: [X]% → [X]%
- Exit multiple: [X]x EBITDA ([rationale])

Exit proceeds:
- Exit EV: $[X]M
- Net debt at exit: $[X]M
- Exit equity: $[X]M

Returns:
- Gross MOIC: [X.Xx]
- Gross IRR: [X]%
- Net IRR (after fees/carry): [X]%

Sensitivity table (MOIC at various exit multiples × hold periods):
[X]-year hold  [X]-year hold  [X]-year hold
Exit [X]x:     [X.X]x        [X.X]x        [X.X]x
Exit [X]x:     [X.X]x*       [X.X]x        [X.X]x  ← base case
Exit [X]x:     [X.X]x        [X.X]x        [X.X]x

[VERIFY] all return calculations against the financial model.
```

### Section VIII — Risk Factors

```
Write the Risk Factors & Mitigants section.

For each risk: state the risk clearly, quantify impact if possible, describe the mitigant.

Common PE risks to address:
1. Management team risk: key person dependency, retention post-close
2. Customer concentration: top 3-5 customers as % of revenue
3. Competitive dynamics: defensibility of moat, threat of new entrants
4. Technology risk: platform obsolescence, AI disruption
5. Leverage risk: debt service coverage at stressed EBITDA
6. Macro sensitivity: cyclicality, interest rate exposure
7. Execution risk: integration if M&A strategy, new market entry

Format: [Risk] | [Severity: High/Med/Low] | [Mitigant]
```

### Full memo generation

```
Generate a full IC memo draft.

Company: [name]
Deal type: [buyout / growth equity / SPAC]
Industry: [sector]
Key financial metrics: [revenue, EBITDA, growth, margins]
Deal structure: [equity check, leverage, entry multiple]
Investment thesis in one sentence: [describe]
Main risks: [list 2-3]

Generate all 9 sections. Mark all financial figures with [VERIFY].
Flag any sections where you need more information to complete accurately.
```

## Example

**User:** Write an IC memo for a $75M growth equity investment in a B2B HR software company at 8x ARR.

**Expected output:** All 9 sections with appropriate placeholder `[VERIFY]` markers on all financials. Executive summary with MOIC/IRR targets. Investment thesis focused on HR tech tailwinds, product-led growth, and path to profitability. Returns analysis with 5-year base case (3x MOIC, 25% IRR) and sensitivity table. Risk section covering SaaS churn, competitive threats, and management dependency.

---

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