Investment committee memo

Reconcile four versions of EBITDA, run returns in a live model and write the final IC memo. Every figure ties to a cited page or model cell

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DOCXXLSX14 steps

The problem

The CIM, management model, QoE and lender each show a different EBITDA

The CIM shows adjusted EBITDA to June, with acquisitions closed after period end and run rate savings added back. The management model runs to August, the QoE strips out the add backs it cannot support, and the lender's definition lets some of them back in for the covenant. Quote the multiple on one EBITDA and leverage on another, and IC compares figures with no common base

The request

Project Larch goes to final IC Thursday. Write the IC memo: recommendation and price first, then thesis, business and market, value creation, EBITDA, returns, diligence and risks. Sources and uses at $585 million enterprise value, cash free, debt free, plus $17 million of fees and expenses: the $255 million unitranche at close on the attached term sheet, the $75 million delayed draw undrawn, equity for the rest. MIP: 10% of equity value created at exit; five year hold. Base, upside and downside IRR and MOIC with assumptions. Reconcile LTM EBITDA across the CIM, management model, QoE and lender's definition first and flag every difference; price and leverage run off the QoE. Show every add back, including those the QoE rejects.

Project Larch CIM.pdf
Larch Management Model Sep 2026.xlsx
Larch QoE Report v2.pdf
Larch Commercial Diligence Report.pdf
Larch Unitranche Term Sheet.pdf

How Axe works

ApprovedChanges asked

Your reviewApprove, or say what to change

Approved or changes

Memo and returns modelMemo, live model and tie out

Final reviewApprove the revised files

Revised memo and returns modelRevised files and tie out

Step

Reconcile the four definitions

Prompt

Sent to the model at this step

Reconcile LTM EBITDA across the CIM, the management model, the QoE and the lender's definition in the term sheet in one bridge, one column per source. Start from reported EBITDA in each and bring all four to the same twelve months, with the effect of the period change on its own line. Then take every adjustment line by line: owner and related party costs, non recurring items, pro forma EBITDA for acquisitions closed during or after the period, run rate cost savings, price increases not yet billed, open technician roles, lease costs, and revenue recognition on installation projects and on inspection contracts billed in advance. For each, show the amount in each source, the difference and the QoE's reason for accepting, reducing or rejecting it, and label it actioned, identified or unsupported. Set the EBITDA that price and leverage run on as the deal terms specify and carry the lender's figure for covenant headroom, then restate the entry multiple and opening leverage on each source's figure so IC sees the spread. Flag every difference, however small. Never net two differences against each other or drop one.

Uses

Deal terms
Deal materials
Materials inventory

Produces

EBITDA reconciliation

What you get back

DOCXInvestment committee memoApproval sought and recommendation, then thesis, value creation, EBITDA reconciliation, returns, diligence and risks

XLSXReturns modelLive model: EBITDA reconciliation, sources and uses, equity bridge, three cases, debt and returns

Tie out reportEach figure marked tied, recalculated or open, every correction logged

Make it yours

Swap in your firm's memo template, set your own case haircuts and return hurdles, or start from your own LBO model. Every step and every prompt can be edited

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