PROJECT [Name]

INVESTMENT MEMORANDUM

1.

CONFIDENTIAL

Executive Summary

• We are in [exclusivity] to acquire [type of acquisition (asset/stock) and name of company], a [industry] company based in [location].
• [High-level overview]
• [Recent growth]
• [Notable highlights]
• The acquisition price of $[XX] million represents [XX]x [Year] Adj. EBITDA. Real estate is [included/not included] in the acquisition price which is valued at $[XX] thousand.
• [Seller note and terms, if applicable]
• We have identified low-hanging opportunities in [XYZ] that will allow us to jumpstart earnings growth.
• [Opportunity 1]
• [Opportunity 2]
• The [XYZ] drives attractive risk-adjusted investor returns.
• [Investor equity and associated terms]
• [**If Applicable**] The capital structure includes ~$[XX] of excess liquidity to provide cash buffer for business operations and growth endeavors.
• [Base case investor IRR and MOIC]

CONFIDENTIAL

2.

Before

Sponsors

Partnership Background: [Relationship between partners, if applicable]

CONFIDENTIAL

3.

[Name]

[Sponsor Background and fit for the opportunity]

[Name]

[Sponsor Background and fit for the opportunity]

Headshot

Headshot

Company Overview

• Overview
• [Overview of the business including any key highlights related to the specific business or business model]
• [Recent financial performance and growth]
• [Seller background and sale rationale]
• [Stock/Asset purchase and scope of transaction]

CONFIDENTIAL

5.

High-Level Financial Overview �(Key KPIs and metrics if applicable)

Transaction Summary and Sources & Uses

• Overview:
• [Overview including Purchase Price]
• [Deal Financing (debt, seller note, equity)]
• Transaction Multiples
• The EV/EBITDA multiple is [XX]x and [XX]x including deal fees
• Investment Plan
• [Hold period, exit planning, and investment strategy]
• [Further detail on investment strategy including and re-investment opportunities]

CONFIDENTIAL

6.

After

Before

Sources and Uses Table Screenshot

Equity Terms

CONFIDENTIAL

7.

[Name]

• [Responsibility]
• [Deal Economics]

• Investor group will invest $[XX] to receive [XX]% of the NewCo ownership in the form of preferred equity.
• An investment of $[XX] will buy [XX]% of the NewCo ownership and will receive a [XX%] cash dividend.
• [Minimum investment requirements, if applicable]

​

• [Sponsor Rights]
• [Investor Rights]
• [Monthly/Quarterly/Annual Reporting Cadence]

Cap Table Screenshot

Employee Organization Chart (Current)

CONFIDENTIAL

8.

After

Before

Employee Organization Chart (Post-Closing)

CONFIDENTIAL

9.

• [Current employees and expectations for post-close org structure]
• [Owner involvement post-close]
• [Management of company post-close]

Real Estate

CONFIDENTIAL

10.

After

• [Commentary on status of any real estate if included in the transaction; to the extent real estate is not included, include commentary on lease terms post-close]

CONFIDENTIAL

11.

After

Before

FINANCIAL & INVESTMENT OVERVIEW

Quality of Earnings Report (Income Statement and Adj. EBITDA)

CONFIDENTIAL

12.

• [QofE Provider] performed the third-party QofE to prove out revenues, test bank statements for fraud, and drill down on true adjusted EBITDA and cash flow.
• [High level commentary on findings from QofE related to Income Statement]
• [Commentary on any specific findings from QofE]

Adjusted Income Statement QofE Screenshot

EBITDA Bridge QofE Screenshot

Quality of Earnings Report (Balance Sheet & Proof of Cash)

CONFIDENTIAL

13.

• [High level commentary on findings from QofE related to Balance Sheet and Proof of Cash]
• [Commentary on any specific findings from QofE]

Balance Sheet QofE Screenshot

Base Case Assumptions & Projections

CONFIDENTIAL

14.

Before

Income Statement Model Screenshot

Free Cash Flow Bridge Model Screenshot

Cash Balance Model Screenshot

Assumptions Model Screenshot

Returns Analysis

CONFIDENTIAL

15.

After

Before

Commentary:

• [High-level investment strategy overview]
• [Returns analysis commentary]

Net Cash Flow Returns Model Screenshot

Investor Returns and Exit Assumptions Model Screenshot

Transaction Timeline & Next Steps

Process Steps:

• Date: Non-binding purchase agreement signed on [Date]
• Due Diligence: [Status]
• Definitive Documentation:
• Documents: [Documents]
• Drafting starting [Date]
• Draft to be delivered to Seller in [Date]
• Sign by [Date]
• Closing on [Date].

​

Debt Financing:

• Outreach to potential lenders: [Status]
• Received term sheet proposals and select lender for underwriting: [Status]
• Debt commitment letter: [Status].

​

Equity Financing:

• Equity Outreach: [Status]
• Q&A with Sponsors: [Date]
• Investment Interest & Check Size Indication: By [Date]
• Final Allocations: [Date]

​

​

CONFIDENTIAL

16.

After

Before

Securities Disclaimer

CONFIDENTIAL

17.

After

Before

• These materials do no constitute an offer to sell, or a solicitation of an offer to purchase, any securities in any jurisdiction in which, or to any person to whom, it would be unlawful to make such an offer or sale. Any such offer or sale shall be exclusively pursuant to offering materials and definitive subscription documents that comply in all respect with all applicable federal and state securities laws.

CONFIDENTIAL

18.

After

Before

Thank You

​

Please don’t hesitate to reach out to [Name] with any questions or comments

[Name]

Tel: [Number]

Email: [Email]

Linkedin: [Link]