1. Decision requested
- Approval requested
- Maximum purchase price
- Equity commitment
- Financing
- Required conditions
- Recommendation
2. Executive underwriting summary
- Why own this company?
- What must be true?
- What is the most important evidence?
- What can permanently impair the investment?
- What remains unresolved?
3. Transaction overview
- Seller and ownership
- Process and timetable
- Consideration and structure
- Advisers
- Competitive dynamics
- Signing and closing requirements
4. Company and market
- Business model
- Products and services
- Customers and channels
- Market structure
- Competitive position
- Historical development relevant to the thesis
5. Investment thesis
For each thesis point:
- Claim
- Evidence
- Model impact
- Owner after closing
- Leading indicator
- Falsifier
6. Historical performance and operating case
- Revenue quality
- Price, volume, and mix
- Customer retention and concentration
- Margins
- Working capital
- Capex
- Cash conversion
- Base, upside, and downside forecast
7. Valuation, sources and uses, and financing
- Entry valuation
- Sources and uses
- Debt by tranche
- Interest and fees
- Minimum cash
- Covenant and refinancing risk
- Sponsor equity
- Liquidity downside
8. Value-creation plan
For every initiative:
- Action
- Owner
- Timing
- Cost
- EBITDA or cash impact
- Dependencies
- Execution risk
- Model location
9. Returns and sensitivities
- MoM and IRR
- Exit timing
- Exit multiple
- Leverage
- Operating downside
- Liquidity downside
- Return decomposition
10. Diligence findings
For every material finding:
- Workstream
- Finding
- Evidence
- Severity
- Model impact
- Price or term impact
- Mitigation
- Owner
- Status
- Required resolution date
11. Risks and mitigants
- Risk
- Probability
- Severity
- Leading indicator
- Contractual protection
- Operating response
- Decision consequence
12. Terms and governance
- Purchase agreement
- Indemnity and insurance
- Rollover
- Management incentives
- Board rights
- Reserved matters
- Closing conditions
13. Exit
- Potential buyers or markets
- Readiness requirements
- Timing
- Reasons the exit may be delayed
- Value remaining for the next owner
14. Open items and conditions
- Item
- Owner
- Due date
- Decision affected
- Required outcome
15. Appendix and source log
- Model outputs
- Adviser reports
- Legal summaries
- Management references
- Source dates
- Assumption log