Investment committee memo template for PE, with a data asset section
A private equity investment committee memo template should open with the recommendation, then cover thesis, company and market, diligence findings, the financial case, value creation, risks and exit. This version adds a one-page data asset section that records system count, record depth and data rights as optionality, never as modeled proceeds, with a post-close fit screen.
When to use this IC memo template
Use it for the final investment committee, the meeting that approves signing, and cut it down to the cover, thesis and key risks for a first-round screening IC. It is written for lower-middle-market control buyouts and add-ons, where an associate or VP drafts, the deal partner owns the recommendation and the operating partner signs off on the value creation case.
The operating case carries more weight in that room than it used to. McKinsey's Global Private Markets Report 2026 finds that multiple expansion and cheap leverage, which accounted for 59 percent of private equity returns between 2010 and 2022, have faded, leaving operational value creation as the likely primary source of returns. A committee that expects operating levers to be evidenced will also ask what the company holds that the model ignores. Section 8 below answers that question for operational records without letting it leak into the returns case.
Copy the blocks into your firm's memo format and replace everything in curly braces. Keep the order: committee members read the first two pages closely and skim the rest.
Sections 1-4: recommendation, thesis, company and market
Sections 5-7: diligence, financial case and value creation
Section 7 hands straight into the post-close plan, and the 100-day plan template with a records step picks up where it ends.
Section 8: the data asset block
This is the added section. Its job is to record what operational history the company holds and whether it looks licensable, so the committee sees the option without anyone pricing it.
Most of these fields come from diligence the fund has already paid for, so filling them is an hour of the deal team's time rather than a new workstream.
| Field | Where it comes from | What a strong answer looks like |
|---|---|---|
| System count | IT diligence systems inventory | Ten to fifteen or more systems with history, not just current tools |
| Record depth | IT diligence, retention policy, management Q&A | Five to ten or more years, with archives kept rather than purged |
| Records with outcomes | Commercial diligence and CRM or ticketing extracts already reviewed | Won and lost fields, resolution codes, approval trails |
| Rights | Legal diligence on customer contracts, privacy policy and employee notices | The company created the records and nothing it signed or promised blocks licensing |
| Retention risk | IT integration and migration plan | Old platforms exported before they are switched off |
| Sponsor | Management meetings | An owner, CEO or CFO who will at least take a screening call |
The full baseline is on the who qualifies page. If the team is unsure what belongs in a licensing inventory as opposed to the deal data room, the data room index vs data licensing inventory comparison separates the two.
Why the data section stays out of the model
A license is a decision the company makes after close, not something the fund can underwrite at IC. No price exists until the company has completed an inventory and agreed terms, buyer interest is unknown at signing, and any payment is a one-time amount for a license that is typically exclusive for AI training for an agreed term. A number in the returns case would invite the committee to anchor on it.
There is also an accounting reason to keep the memo descriptive. Under ASC 606, how revenue from a license of intellectual property is recognized depends on whether the license grants a right to use the IP as it exists or a right to access it over the license period, as Deloitte's roadmap on identifying the nature of a license explains. How any specific data license is treated is a question for the company's auditors once real terms exist. This is general information, not legal, tax or financial advice. Confirm with your own counsel, tax adviser or auditor before acting.
How to personalize the template by deal type
| Deal type | What changes in the memo | Data section depth |
|---|---|---|
| Platform control buyout | Full memo; add-on thesis in section 7 | Full block, since the platform's archive is usually the deepest |
| Add-on acquisition | Shorter sections 3 and 4; integration plan replaces most of section 7 | Focus on retention risk, because the add-on's systems are often retired during integration |
| Carve-out | Transition services and separation costs dominate section 5 | Note which historical records move with the business and which stay with the seller |
| Minority growth investment | Governance and protective provisions replace control levers | One or two lines; management decides without sponsor control |
| Independent sponsor deal | Memo goes to capital partners, not an internal committee | Short, and labeled clearly as optionality |
| Search fund acquisition | Memo goes to investors, and the searcher becomes the operator | The searcher can own the post-close screen directly |
What to do after IC approval
The section only earns its place if someone acts on it after close.
- At signing, confirm the target will not delete archives or cancel legacy tools before closing, and list any migrations already planned.
- In the first 30 days, the operating partner raises the topic with the CEO one-to-one rather than in a board meeting. The operating partner referral playbook covers that conversation.
- Run the fit screen and record the outcome at the 100-day review: introduce now, park until a trigger such as a system migration, or drop.
- If management wants to proceed, register as a partner and introduce the company, or send the CEO your referral link so the company applies with your credit attached. The introduction email builder drafts the first note.
- SourceX then qualifies the company on size, history, data breadth and rights, and the company builds its data inventory and settles price and terms before any buyer review.
- Track the result as a decision rather than a target until a license is signed or the option is closed.
The fund's role ends at the introduction. Nobody on the deal team exports, uploads or describes confidential records to SourceX; de-identification and redaction rules are agreed with the company before work begins, and records move only after an executed agreement and the company's authorization.
What never to put in the memo
- A modeled licensing payment, price range or buyer-interest assumption, in any case.
- Samples, screenshots or extracts of customer records from the data room. Counts, systems and dates are enough.
- Names of AI developers or data buyers as likely licensees.
- Typed reward amounts. If a referral reward is relevant to the firm, describe the mechanism instead: partners earn 25% of the eligible platform fees SourceX actually collects from the referred company's licensing deals, capped at $100,000 per referred company, paid only after the buyer pays and SourceX receives its fee. Rewards are not guaranteed, and the reward comes out of SourceX's fee, never the company's proceeds.
- Any statement that the company qualifies. The screen is preliminary; qualification and the company's own decision come later.
Before anyone at the firm registers, check whether the LPA's fee-offset provisions or the firm's internal policies cover referral rewards. When a committee member challenges the section itself, the data licensing objection scripts have short, factual replies.
Illustrative: a completed data asset block
Illustrative and fictional: a 190-person managed IT services provider in the Midwest, founded in 2009.
Next step
Add section 8 to your next IC memo and name its post-close owner before signing. When a portfolio company passes the screen, register as a partner to make the introduction, or have the CEO apply directly at sourcex.si/apply using your referral link.
- Step 1Share your linkSend your personal link to a company you know.
- Step 2Company appliesThe company applies itself at /apply.
- Step 3Buyer selects and paysThe buyer selects and pays for the data and SourceX receives its fee.
- Step 4You get your rewardYour share of SourceX fees becomes payable.
Common questions
How long should a private equity IC memo be?
There is no standard length; it depends on the firm and the size of the deal. A useful rule is that the recommendation, thesis and key risks should stand on their own in the first two or three pages, with diligence reports, model outputs and reference calls in appendices. The data asset section should never run past one page, because it records an option rather than a reason to invest.
Should the data asset section change the price we bid?
No. Treat it as optionality that sits outside the returns case. Nothing is known about licensing value until the company completes an inventory, agrees price and terms and signs, and the decision to proceed belongs to management after close. Bidding up on the assumption of a license would put a deal-specific bet on a decision the fund does not control.
Who should fill in the data asset section?
The deal team drafts it from the IT, legal and commercial diligence already commissioned, and the operating partner who will own the post-close screen reviews it. The block should also name the person at the company with authority to approve a license, so the post-close conversation has a clear counterpart from the first week of ownership.
What if legal diligence shows most of the records belong to customers?
Record it plainly as a limitation. Records that mainly belong to the company's clients, as at many agencies and outsourcers, or that are mostly consumer personal data or protected health information, are generally not licensable without consent or a clear legal basis. The company may still hold licensable internal records, such as its own operations and engineering history, so note what is clearly company-created.
Does an exclusive data license complicate a later exit?
It can if nobody plans for it. A license is typically exclusive for AI training for an agreed term, and a future buyer will want to see the agreement in diligence. Keep it in the company's contract register, tell the deal team before a sale process starts, and let deal counsel decide how it is disclosed. Timing relative to the exit is a decision for the company and its board.
Related pages
- 100-day plan template for a PE portfolio company, with a records step
- Which US businesses are a fit for a SourceX data licensing introduction
- Data room index template vs a data licensing inventory: what goes where
- Referral opportunities for private equity operating partners
- Prepare an owner-approved company introduction email
- Objection handling scripts for advisors raising data licensing with owners
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By SourceX Partnerships Team · Published 2026-10-09 · Updated 2026-10-09
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