# M&A Investment Committee Memo Template

**Mike Ye — Practical M&A Operating Library**  
Version 1.0 · September 10, 2026

Use this template to turn acquisition analysis into a decision. The memo should not retell the entire process. It should show what the buyer is being asked to approve, what must be believed for the deal to work, what the evidence supports, what remains unresolved, and what happens if the downside arrives.

## 1. Decision ask

**Target:** [Company]  
**Buyer:** [Company]  
**Current stage:** [First look / LOI / Re-underwrite / Signing]  
**Decision requested:** [Approve / Approve with conditions / Hold / Decline]  
**Proposed enterprise value:** [ ]  
**Private hard price ceiling:** [ ]  
**Recommendation:** [ ]

**Why this decision is being requested now:**  
[Two or three sentences. Name the next commitment of capital, time, exclusivity, reputation, or operating risk.]

## 2. Transaction snapshot

| Item | Current view | Evidence / status |
|---|---|---|
| Seller / ownership |  |  |
| Transaction perimeter |  |  |
| Enterprise value |  |  |
| Equity value |  |  |
| Cash / stock / rollover |  |  |
| Debt treatment |  |  |
| Working-capital treatment |  |  |
| Contingent consideration |  |  |
| Financing |  |  |
| Expected signing / close |  |  |
| Required approvals / consents |  |  |

## 3. Mandate fit and alternatives

**Business need:** [What problem or opportunity is the buyer trying to address?]

**Why acquisition:** [Why buy rather than build, partner, or do nothing?]

**What must be true:**
- [ ]
- [ ]
- [ ]

**What would break the mandate:**
- [ ]
- [ ]

**Alternatives considered:**

| Route | What it delivers | Timing | Capital required | Key limitation |
|---|---|---:|---:|---|
| Buy target |  |  |  |  |
| Build |  |  |  |  |
| Partner |  |  |  |  |
| Do nothing |  |  |  |  |

## 4. What we believe

Keep this to the 3–5 claims that carry the acquisition case. For each one, state the evidence and the strongest disconfirming fact.

| Claim | Evidence | Disconfirming evidence / caveat | Confidence |
|---|---|---|---|
| 1. |  |  | High / Med / Low |
| 2. |  |  | High / Med / Low |
| 3. |  |  | High / Med / Low |
| 4. |  |  | High / Med / Low |

## 5. Standalone economics and valuation

Value the business the seller is delivering before adding buyer-created upside.

| Measure | Base | Downside | Evidence / source |
|---|---:|---:|---|
| Revenue |  |  |  |
| EBITDA / operating profit |  |  |  |
| Free cash flow |  |  |  |
| Required capex / investment |  |  |  |
| Working-capital need |  |  |  |
| Standalone enterprise value |  |  |  |
| Proposed enterprise value |  |  |  |
| Premium / discount |  |  |  |

**Valuation methods used:** [Trading comps / DCF / precedents / SOTP / other]

**Valuation judgment:**  
[Explain why the target belongs above, below, or within the selected range. Do not average methods merely because they disagree.]

## 6. Buyer-created value and synergies

Keep buyer-created value separate from standalone value.

| Initiative | Gross benefit | Delivery cost | Timing | Probability / risk | Risk-adjusted value | Owner |
|---|---:|---:|---|---|---:|---|
| 1. |  |  |  |  |  |  |
| 2. |  |  |  |  |  |  |
| 3. |  |  |  |  |  |  |

**Seller sharing decision:** [How much, if any, buyer-created value is intentionally reflected in price? Why?]

## 7. Funding, affordability, and downside survivability

**Funding plan:** [Cash / debt / equity / combination]

**Affordable price:** [ ]  
**Return-supported price:** [ ]  
**Private hard walk-away price:** [ ]

Stress revenue and margin together. Carry the shock through cash flow, financing, required investment, and liquidity.

| Downside test | Assumption | Consequence | Decision impact |
|---|---|---|---|
| Revenue decline |  |  |  |
| Margin compression |  |  |  |
| Synergy delay / shortfall |  |  |  |
| Integration cost overrun |  |  |  |
| Financing change |  |  |  |
| Customer / talent loss |  |  |  |

## 8. Diligence and risk register

Every material issue gets a consequence: **Investigate, Price, Protect, or Walk.**

| Issue | Evidence needed | Action | Owner | Price / structure / integration impact | Status |
|---|---|---|---|---|---|
| 1. |  | Investigate / Price / Protect / Walk |  |  |  |
| 2. |  | Investigate / Price / Protect / Walk |  |  |  |
| 3. |  | Investigate / Price / Protect / Walk |  |  |  |
| 4. |  | Investigate / Price / Protect / Walk |  |  |  |

## 9. Integration and Day 1 readiness

Protect the work that creates revenue before integrating cost.

**Workflows that must not break:**
- [ ]
- [ ]
- [ ]

**Critical people / relationships to retain:**
- [ ]
- [ ]

**Day 1 conditions:**
- Customer continuity: [ ]
- Employee leadership / authority: [ ]
- Payroll, billing, collections and cash controls: [ ]
- Systems and access: [ ]
- Contracts / licences / consents: [ ]
- Decision rights / exception handling: [ ]

## 10. Conditions to approval

| Condition | Why it matters | Owner | Evidence required | Deadline / gate |
|---|---|---|---|---|
| 1. |  |  |  |  |
| 2. |  |  |  |  |
| 3. |  |  |  |  |

## 11. Recommendation and decision record

**Recommendation:** [Approve / Approve with conditions / Hold / Decline]

**Approved price / ceiling:** [ ]

**Conditions:** [ ]

**What would reopen the decision:** [ ]

**Committee decision:** [ ]  
**Date:** [ ]  
**Decision owner:** [ ]

## 12. Source and assumption register

Separate reported facts, management claims, model outputs, buyer judgment, and assumptions.

| Item | Type | Source / model | As-of date | Status / limitation |
|---|---|---|---|---|
| 1. | Reported fact / Claim / Model / Judgment / Assumption |  |  |  |
| 2. |  |  |  |  |
| 3. |  |  |  |  |

## Final quality check

Before circulation, confirm that:

- The requested decision is clear on page one.
- The 3–5 load-bearing claims have evidence and disconfirmers.
- Standalone value is separate from buyer-created value.
- Price, funding and downside use consistent definitions.
- Material diligence issues have an Investigate / Price / Protect / Walk consequence.
- Integration risks are visible before signing, not handed off as a generic post-close problem.
- The private hard ceiling has not moved merely because the process became competitive or expensive.
- Every material number is tied to a source, model output, or explicit assumption.
- Legal, tax, accounting and fairness matters are assigned to the appropriate advisers.

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This is an educational working template, not legal, tax, accounting or fairness advice. Adapt it to the transaction, approval process and evidence available.