skills/memo-builder/references/memo-modes-and-templates.md

# Memo Modes And Templates

Use this reference to choose a memo mode and draft from the correct banker structure.

## Table Of Contents

- [Mode Selection](#mode-selection)
- [Mode-Specific Drafting Rules](#mode-specific-drafting-rules)
- [Standalone HTML Internal Deal-Team Memo](#standalone-html-internal-deal-team-memo)
- [Client Memo](#client-memo)
- [Committee Memo](#committee-memo)
- [Board Memo](#board-memo)
- [Financing Memo](#financing-memo)
- [Credit Committee Support](#credit-committee-support)
- [Transaction Update Or Process Summary](#transaction-update-or-process-summary)
- [Diligence Synthesis](#diligence-synthesis)
- [Board, Legal, Tax, Accounting, And Fairness Boundary](#board-legal-tax-accounting-and-fairness-boundary)

## Mode Selection

Choose one primary mode before drafting. If the request is hybrid, name the primary mode and use secondary-mode sections only where they improve decision usefulness.

| Mode | Use when | Primary audience |
|---|---|---|
| `client-memo` | The user needs a client-facing recommendation, market read, process note, or strategic alternatives summary. | Client executives, sponsor, issuer, board observers |
| `committee-memo` | The user needs an internal approval, go/no-go, fairness/process, or deal-team decision note. | MD, partner, commitment committee, internal deal team |
| `board-memo` | The user needs a board or special committee note. | Board, management, special committee |
| `financing-memo` | The user needs ECM/DCM/LevFin/private-placement financing framing. | CFO, treasurer, issuer, sponsor, lenders |
| `credit-committee-support` | The user needs borrower, structure, covenant, liquidity, or downside synthesis. | Credit committee, lender group, LevFin team |
| `transaction-update` | The user needs a concise update on process, valuation, diligence, buyer feedback, or next steps. | Client, MD, deal team |
| `process-summary` | The user needs outreach, NDA, IOI/LOI, diligence, or workstream status summarized. | Client, deal team, sponsor |
| `diligence-synthesis` | The user needs claims, evidence, red flags, model impact, and diligence asks summarized. | Buyer, seller advisor, committee, lender |
| `qa-review` | The user wants an existing memo reviewed. | Internal reviewer |

## Mode-Specific Drafting Rules

- Lead with the decision, recommendation, or status change the audience needs.
- Keep background subordinate to the decision, approval, financing, process, or diligence question.
- For committee, board, lender, and client-facing memos, disclose open items and source caveats inside the memo, not only after it.
- Treat `qa-review` as a findings-first review mode. Use `quality-checks-and-examples.md` for the review structure and readiness verdict.
- When the user asks for a one-page note, keep the same logic but compress sections rather than dropping evidence labels, open items, or next steps.

## Standalone HTML Internal Deal-Team Memo

Use this as the default HTML structure for a substantive internal transaction, diligence-synthesis, or committee-support memo:

1. **Recommendation And Reliance Posture:** state what the deal team may rely on now, what remains a disclosed or management case only, and the requested decision or next step.
2. **Transaction Snapshot:** summarize structure, consideration, financing, status, timing, and source-as-of dates only to the extent needed for the decision.
3. **Disclosed Rationale And Reliance Limits:** identify the rationale stated or considered in the provided record, then separate unvalidated strategic, commercial, financing, synergy, or integration assertions. A filing establishes disclosure and process context, not independent validation of strategic logic.
4. **Projections / Model Implications:** show the few forecast, synergy, returns, valuation, leverage, or liquidity outputs that drive the recommendation, with evidence labels and calculation basis.
5. **Key Risks And Downside Transmission:** connect each risk to the forecast assumption, value, financing, execution, or process conclusion it can impair.
6. **Diligence Required Before Reliance:** use one prioritized table with issue, proof required, owner/workstream, decision impact, and timing/status where known.
7. **Conclusion And Next Actions:** state the immediate deal-team action and any `ib-deck-qc` requirement.
8. **Sources And Calculation Notes:** provide a compact source register and derived-calculation notes.

Keep the memo plan and control records as support artifacts, not visible first-read sections. Avoid a generic dashboard shell, artifact-contract display, related-files panel, repeated navigation or copy/export controls, and duplicated risk/open-item registers.

## Client Memo

1. **Executive View:** recommendation, decision needed, and why now.
2. **Situation Context:** company/deal context, objectives, constraints, and source scope.
3. **Analysis Summary:** valuation, financing, buyer universe, process, diligence, or strategic-alternatives findings.
4. **Key Implications:** what this means for price, timing, structure, process, negotiation, or risk.
5. **Risks / Open Items:** what could change the recommendation.
6. **Recommended Next Steps:** actions, owners, timing, and materials needed.

## Committee Memo

1. **Decision Ask:** specific approval, go/no-go, mandate, bid, financing, or process decision.
2. **Transaction Snapshot:** parties, structure, value, financing, timing, and current status.
3. **What We Believe:** 3-5 claims with evidence, model support, and disconfirmers.
4. **Valuation / Financing / Returns:** relevant model outputs, scenarios, and sensitivities.
5. **Diligence and Risk Register:** issues, mitigants, owners, and decision impact.
6. **Recommendation and Conditions:** recommended action, conditions precedent, and open items.

## Board Memo

1. **Purpose and Requested Action:** what the board is being asked to consider.
2. **Strategic Context:** alternatives, rationale, process history, and constraints.
3. **Financial Analysis:** valuation range, financing implications, market context, and sensitivities.
4. **Process and Diligence Status:** milestones, buyer/lender feedback, key findings, and open workstreams.
5. **Risks and Considerations:** business, market, execution, financing, timing, and source caveats.
6. **Next Steps:** decision path, materials, timing, and required approvals.

## Financing Memo

1. **Financing Objective:** use of proceeds, timing, target size, and constraints.
2. **Issuer / Borrower Snapshot:** business, financials, capital structure, credit profile, and key risks.
3. **Market Read:** relevant investor/lender appetite, comparable issuance, pricing, structure, and timing.
4. **Structure Recommendation:** instrument, size, maturity, pricing, covenants, collateral, and alternatives.
5. **Downside / Execution Risks:** market window, rating/leverage, liquidity, covenant, syndication, and documentation risks.
6. **Action Plan:** investor/lender targets, materials needed, timetable, and approvals.

## Credit Committee Support

1. **Recommendation:** proceed, decline, resize, reprice, tighten structure, or request diligence.
2. **Borrower and Facility Snapshot:** borrower, sponsor, use of proceeds, structure, collateral, and debt terms.
3. **Financial and Lender Case:** EBITDA basis, FCF, leverage, coverage, liquidity, covenant headroom, and downside.
4. **Risks and Mitigants:** repayment, collateral, sponsor, industry, documentation, and recovery.
5. **Conditions / Monitoring:** covenants, reporting, required diligence, approvals, and watch items.

## Transaction Update Or Process Summary

1. **Headline Status:** current stage, decision needed, and next milestone.
2. **What Changed:** valuation, buyers/lenders, diligence, process, market, or client objective changes.
3. **Funnel / Workstream View:** outreach, NDA, IOI/LOI, diligence, financing, legal, model, and materials status.
4. **Issues and Dependencies:** blockers, owners, and due dates.
5. **Recommended Next Actions:** sequencing, client asks, and escalation items.

## Diligence Synthesis

1. **Conclusion:** what diligence supports, weakens, or leaves unresolved.
2. **Claims Ledger Summary:** source claim, evidence, confidence, and model impact.
3. **Red Flags:** issue, severity, affected conclusion, and required proof.
4. **Model / Memo Impact:** affected assumption, valuation, financing, returns, covenant, or process item.
5. **Open Diligence Requests:** item, owner, source needed, deadline, and decision impact.

## Board, Legal, Tax, Accounting, And Fairness Boundary

Do not present legal, tax, accounting, or fairness opinions. Flag legal, tax, accounting, and fairness matters for the relevant advisors.