How to write an investment committee memo

1. Start with the recommendation. The first paragraph states what the committee is asked to approve: the amount, the instrument and the conditions. A reader who stops there should still know the decision.
2. Describe the company in one paragraph. What it sells, to whom, and how it makes money. Leave the history to an appendix.
3. State why now. Name the event or the evidence that makes this the moment to decide, and say what changes if the committee waits.
4. Build the financial case from documents, and cite each figure. Put the document, the page and the date on the same line as the number. A number without a source is an opinion.
5. Show the valuation and the comparables. List the comparables used, the multiple for each and where it came from, then say which you excluded and why. Cross-check the answer with a second valuation method and show both.
6. Put contradictions in the open. Where two documents disagree, name both, say which you trust and why. Committees forgive a flagged conflict. They do not forgive one they find themselves.
7. Rate your confidence. For each key claim say whether it is checked against a primary document, stated by management or estimated.
8. Set out the risks with the evidence behind each. Keep the list short enough to be read.
9. List the conditions and the next steps, each with an owner and a date.

A memo built this way takes longer to write by hand than the usual version. Hebrides drafts from the source documents in the workspace and keeps the citation attached to each figure, so the checking is visible in the draft.

Worked example

Illustrative only. Ashgrove Fabrication Holdings Ltd is a fictional company. The documents, figures, comparables and dates below are invented to show the format. They describe no real business.

Memo: proposed acquisition of Ashgrove Fabrication Holdings Ltd (fictional)

Date of memo: 6 April 2026 (fictional). Prepared for the Investment Committee.

Recommendation. Approve an equity commitment of up to £31.75m to acquire 100% of Ashgrove at an enterprise value of £48.3m, 7.0x our adjusted FY2025 EBITDA of £6.9m, funded with £17.25m of new senior debt. Approval is conditional on the four conditions in section 9.

The company. Ashgrove makes precision sheet-metal components for rail and industrial equipment manufacturers in the Midlands. It sells on multi-year supply contracts and earned FY2025 revenue of £42.6m (S1, p.3).

Why now. The founder-owner has asked to sell before the largest customer contract expires on 30 June 2027 (S4, p.2). A sale agreed this year lets the buyer open the renewal talks as owner. Waiting a year puts the renewal inside the vendor’s negotiation rather than ours.

Financial case.

Valuation. We used two methods and show both.

Trading comparables, listed and invented for this example (S6, p.2, as at 31 Mar 2026): Comparable A 6.4x EV/EBITDA; Comparable B 7.8x; Comparable C 8.1x. Median 7.8x. Applied to adjusted EBITDA of £6.9m this implies an enterprise value of £53.8m. We excluded Comparable D (5.9x) because 60% of its revenue comes from one end-market (S6, p.3).

Precedent transactions (S7, p.1, invented): median 7.5x across five sector deals in 2024 and 2025, implying £51.8m.

Our price of £48.3m is 7.0x adjusted EBITDA, 10% below the trading median and 7% below the precedent median. On the lower reported EBITDA of £6.0m, the same price is 8.1x.

Contradictions.

1. EBITDA. The CIM states adjusted FY2025 EBITDA of £7.2m (S3, p.18). Our figure is £6.9m. The difference is the restructuring add-back: the CIM shows £0.7m (S3, p.19), while the management accounts note shows £0.4m (S1, p.9). We trust the management accounts, because the note is tied to the ledger entries and the CIM figure is a seller summary. This reduces the CIM figure by £0.3m.
2. Related-party rent. The £0.5m add-back assumes the property is let to Ashgrove at market rent after completion. The lease is with the founder (S3, p.19). We accept the add-back only on condition 3 below.

Confidence in the key claims.

Risks.

1. Customer concentration. One customer is 31% of revenue and its contract ends 30 June 2027 (S4, p.2). Loss would remove about £13.2m of revenue.
2. Quality of earnings. £0.9m of the £6.9m (13%) is add-backs, and £0.5m of that depends on a lease that does not yet exist.
3. Covenant headroom. Net debt of £9.8m is 1.6x reported EBITDA of £6.0m (S1, p.6). New senior debt of £17.25m is 2.5x adjusted EBITDA, which sits at the covenant maximum in the existing facility terms (S5, p.4), so the new facility needs its own terms with headroom.
4. Key person. The founder holds the largest customer relationship (S3, p.24).

Conditions and next steps.

1. Audited FY2025 accounts show revenue and EBITDA within 2% of S1. Owner: finance diligence lead. Date: 30 April 2026.
2. Written confirmation of renewal terms, or an agreed extension, from the largest customer before signing. Owner: deal lead. Date: 15 May 2026.
3. A market-rent lease from the founder to Ashgrove, signed at completion. Owner: legal adviser. Date: signing.
4. A 12-month founder transition agreement. Owner: deal lead. Date: signing.

Source list (all invented for this example).

• S1: Ashgrove management accounts, year to 31 Dec 2025, 14 Feb 2026.
• S2: Ashgrove audited financial statements, year to 31 Dec 2024, signed 28 Apr 2025.
• S3: Confidential information memorandum, 9 Mar 2026.
• S4: Customer contract schedule, 20 Mar 2026.
• S5: Senior facility letter, 12 Jun 2024.
• S6: Trading comparables, as at 31 Mar 2026.
• S7: Precedent transactions, 2024 and 2025.
• S8: Adviser fee estimate, 30 Mar 2026.