An IC memo (investment committee memorandum) is the written case a deal team makes to its investment committee for buying a property. A buy-side CRE memo runs from where the property is, to what the deal is, to the business plan, the cash flow and returns, and the market. No two committees use the same format, so treat the template below as a starting skeleton.
Download the IC memo template (Word) →: the six sections below with bracketed prompts, plus sources and uses, weakness-and-mitigant, annual cash flow, scenario and returns tables set up as editable Word tables. For a one-page version, use the executive summary template.
Why does every IC memo look different?
Each firm has its own memo format and each committee has numbers it wants to see first. One committee wants a two-page brief with a risk matrix; another expects twenty pages with an appendix for every workstream. Quantitative committees go straight to the returns table. Others read the thesis before any number.
Search “investment committee memo template” and most results are venture or private equity frameworks. Those miss what a real estate memo has to hold: lease-level tenant analysis, property condition, title, zoning and operating statement trends, all in one package. The inputs come out of commercial real estate underwriting and the acquisition due diligence checklist.
What sections go in an IC memo template?
This is the order I use for a buy-side acquisition memo.
1. Location visuals
Open with pictures: a map showing the property and its surroundings, aerial photos that make the location obvious, and the site plan.
2. Transaction overview
The deal fits on one page. State the size and structure (price, construction type, footprint) and the primary returns: investment amount, price per square foot, cap rate, IRR, real IRR, return on equity, and the share of return that comes from cash flow rather than sale.
Most templates skip real IRR, return on equity and that last share. It tells the committee how much of the return depends on the exit.
3. Property overview
Cover the building’s specs and systems, the sources and uses, and the transaction structure: investment terms and timing, joint venture terms if there is a JV, and the financing terms and how they will be handled.
4. Business plan and key investment considerations
List the strengths and weaknesses, then give a mitigant for each weakness. A weakness with no mitigant is a question the committee will ask for you. A bare list of risks does not do this job.
5. Cash flow and returns
This section carries the underwriting assumptions, annual cash flows, growth rates, lease-up assumptions, market leasing assumptions, and the scenarios and sensitivities.
Show the base case first. Then show how returns move under stress: higher vacancy, a wider exit cap rate, a tenant that does not renew. Never set the exit cap rate below the going-in cap rate. Every deal pencils that way, and a committee will read it as a thumb on the scale. The cap rate guide and NOI guide cover the inputs.
6. Market
Lease comps, sale comps, land comps, new supply, a market overview and a submarket overview. Include specialized research, and include the research that cuts against the deal. A committee stops trusting a market section that only shows supportive evidence.
Appendices
Rent roll detail, historical and pro forma financials, and the property condition, environmental, title and survey summaries. The commercial lease review guide covers what feeds the tenant detail.
IC memo example: a condensed, hypothetical sample
The numbers below are hypothetical and come from no real deal. They show the shape of the first pages.
Transaction overview
| Item | Example |
|---|---|
| Asset | 150,000 SF multi-tenant suburban office |
| Price | $30,000,000 ($200 per SF) |
| Going-in cap rate | 6.5% |
| Hold | 7 years |
| Exit cap rate | 7.25% (75 bps wider than going-in) |
| Share of return from cash flow | Shown beside levered IRR and real IRR |
Key considerations: weakness and mitigant
| Weakness | Mitigant |
|---|---|
| Largest tenant’s lease expires in year 3 | Renewal, vacate and roll-to-market scenarios run separately; downtime and TI/LC reserved in the base case |
| Taxes reassess on sale | Underwritten at the post-closing assessment, not the seller’s bill |
| Roof near end of life | Replacement in the capital budget; price adjusted against the property condition report |
The maps, site plan, sources and uses, annual cash flows and comps sit behind these pages. The committee reads the weakness-and-mitigant table most closely.
Why do memos get sent back?
A committee wants to understand the deal’s risks before it votes, and the same three requests come back again and again.
The first is more scenarios on a specific tenant. A deal gets paused, and the analyst reruns the model, when the committee asks whether that tenant will vacate, roll to market or renew.
The second is a deal that is not ready. Open legal issues or unresolved diligence items at IC mean a delay.
The third is a risk with no number attached. “There are risks” is not a finding. Say what was found, why it matters and what you will do about it: change the price, set up an escrow, run more diligence, or accept it and monitor.
Common IC memo mistakes
Burying the recommendation. Put it in the first pages, support it through the body, and restate it at the end.
Generic risk language. Each risk should be specific, quantified where the source supports it, and tied to an action.
Inconsistent assumptions. Rent growth in the cash flow has to match the evidence in the market section. A committee will catch a narrative that says the market is softening next to a model that assumes full occupancy.
Missing sensitivities. A single-scenario model shows what happens if everything goes to plan. The committee wants the other case.
Stale market data. Use the most current data available and date every source.
Findings without a “so what.” “The roof was installed in 2004” is a finding. Add the remaining life, the cost and the effect on returns.
Where Moraine fits
Moraine reviews due diligence documents for office, retail and industrial deals and produces findings with page-level citations that can feed the memo. Findings can be classified by severity, quantified where the source supports an exposure, and linked to the source page so a reviewer can check them. Pending, unsupported or conflicting items stay visible instead of being presented as settled.
Moraine does not write the IC memo. Your team writes the thesis, the strategic context and the recommendation, and a qualified underwriter should review open items and source conflicts before IC. See also the AI IC memo generator and the investment memorandum guide.
Request a Demo → See Moraine produce source-linked findings from your own deal documents.