# Draft Diligence Summary Memo > Guides preparation of an investment-committee-ready acquisition diligence summary memo synthesizing multi-workstream findings by severity, presenting implied multiples at management and QoE EBITDA, and recommending pre-closing covenants for identified structural deficiencies. - Skill: `finchipaiorg/draft-diligence-summary-memo` (Agent Skill) - Install (CLI): `npx skillmds@latest add finchipaiorg/draft-diligence-summary-memo` - Raw SKILL.md: https://api.skillmd.com/api/skills/finchipaiorg/draft-diligence-summary-memo/raw - Safety review: pending - Works with: Claude Code, Claude.ai, OpenAI Codex - Category: Coding & Dev Tools - Author: FinchipAIOrg (https://skillmd.com/u/finchipaiorg) - Updated: 2026-09-22 - Page: https://skillmd.com/skills/finchipaiorg/draft-diligence-summary-memo --- # Skill: Draft Diligence Summary Memo ## 1. Subject-matter triage - Use this skill for acquisition diligence synthesis where the output is an IC-ready memo, not a workstream report. - Treat the source set as multiple diligence inputs that must be consolidated into one decision document. - If only one diligence theme exists, say so explicitly; otherwise enumerate the full set of issues before analysis. ## 2. Failure modes the skill is correcting - Organizing the memo by workstream instead of by issue severity, which hides the decision-critical picture. - Listing findings without quantifying their scale against the deal, the diligence figures, or the relevant operational threshold. - Omitting the downstream consequence of a finding, so the committee cannot see why it matters. - Failing to cross-link findings to the governing document, schedule, license, covenant, or diligence exhibit that drives the risk. - Treating structural defects as mere monitoring items when they require a covenant, closing condition, or specific indemnity. - Presenting adjusted EBITDA and valuation in a way that obscures the difference between management-reported and QoE-adjusted economics. - Stating legal or regulatory risk conclusions without naming the controlling authority or document basis. - Ending with diagnosis only, without concrete action items tied to a responsible role and timing. - Drafting a memo that is descriptive rather than investment-committee-ready. ## 3. Legal frameworks / domain conventions that apply - IC-ready diligence memos typically include a transaction overview, valuation bridge, financing summary, severity-ranked issues, mitigation recommendations, and an overall recommendation. - Implied enterprise multiple should be shown at both management EBITDA and QoE-adjusted EBITDA, with the adjustment bridge made explicit enough to show the turn differential. - Seller-reported EBITDA should be tested for normalization issues, including owner compensation, non-recurring items, and any add-backs that are not supported by the source materials. - Change-of-control, assignment, consent, exclusivity, termination, and similar provisions can create closing risk if the target depends on the affected contract or license. - Missing employment, IP assignment, regulatory, tax, litigation, or similar foundational documents may require pre-closing covenants, closing conditions, or a targeted indemnity rather than a simple risk note. - For legal conclusions, cite the controlling authority or document basis that supports the proposition, using the source materials where available and recognized authorities where needed. ## 4. Analytical scaffolds - Start with a short transaction overview: parties, deal structure, consideration framework, financing mix, rollover if any, and the headline valuation context. - Build the valuation bridge from management EBITDA to QoE-adjusted EBITDA by itemizing each adjustment and stating the resulting valuation implication. - Organize issues in ordinal severity tiers, defined once and applied consistently: - Critical: can impair closing, threaten license to operate, or create immediate transaction break risk. - Material: meaningfully affects valuation, integration, enforceability, or post-close risk allocation. - Monitor: important but not deal-shaping absent further facts or escalation. - For every issue, complete the triad: - quantify the issue against a deal figure, threshold, exposure, or other source-based measure; - cross-reference the related clause, exhibit, schedule, license, agreement, or diligence input; - state the practical consequence for the buyer. - For every Critical or Material item, add a mitigation path, such as price adjustment, specific indemnity, escrow, closing condition, consent, waiver, representation update, or RWI diligence check. - When an issue implicates a closing dependency, separate what can be cured pre-signing, what must be delivered at closing, and what can be monitored post-close. - If the source set includes more than one party, contract, license, site, claim, or period, enumerate the full set first and then analyze each item; do not compress distinct risks into a single blended observation. - Use source-document terminology for roles, thresholds, and timing where available; otherwise use standard transaction language and make the timing anchor relative to signing, signing-to-closing, or closing. ## 5. Vertical / structural / temporal relationships - Trace each issue upward from the underlying document or diligence exhibit to the transaction implication, then downward to the mitigation step. - Distinguish pre-signing cleanup, signing-to-closing deliverables, and post-closing monitoring so the committee can see when the risk is actually controlled. - Where a deficiency depends on future consent or waiver, state whether the risk is contingent, probable, or immediate based on the document path and transaction timing. - If a license, contract, permit, or other right sits at the center of the business model, explain whether the risk is localized or enterprise-wide. - Keep the memo decision-oriented: facts first, then implication, then action. ## 6. Output structure conventions - Write an IC-ready diligence summary memo, not a file-by-file diligence log. - Use conventional memo sections such as: - Transaction Overview - Valuation Bridge / Implied Multiples - Financing and Sources of Funds - Key Diligence Findings by Severity - Mitigation / Deal Protections - Recommended Pre-Closing Covenants and Closing Conditions - Overall Recommendation - Present the severity tiers explicitly at the start of the issues section and use them consistently for every item. - Include a concise table for the valuation bridge and another for the issue summary if the source set supports tabular presentation. - For each issue entry, state: severity, issue, scale or magnitude, document basis or cross-reference, consequence, and recommended protection. - Do not bury critical items inside a narrative paragraph; surface them where the committee will look first. - End with an explicit Recommended Actions block that names the action, the responsible role, and the timing anchor. - Keep the memo ready for direct conversion to a .docx investment committee deliverable.