How IC Prep Usually Works

The IC date gets set. The deal team knows it is coming. For the first week or two, everyone is focused on diligence. IC prep is the thing that will happen once the important work is done.

Then the important work runs long. Something comes in late from the management team. The model needs another iteration. Suddenly there are 48 hours to go and the IC memo is a blank page.

The partner spends the day before in a series of urgent conversations pulling together the narrative they should have been building for two weeks. The memo gets written overnight. The committee reads it that morning.

The decision gets made. But not with the preparation it deserved.

What Reactive Prep Actually Costs

The instinct is to treat rushed IC prep as a process problem with no commercial consequence. The work gets done, the memo lands, the committee meets.

The cost is in the quality of the conversation.

An IC memo written in 48 hours under pressure reflects what the team managed to pull together, not what they actually know about the deal. The nuances in the management team dynamic that the partner spotted three weeks ago never made it into the document. The sensitivity analysis that would have reframed the returns question wasn't run because there wasn't time. The two risks that needed the most airtime got a paragraph each because the structure was built at midnight.

The committee asks questions the memo should have pre-empted. The partner is defending the process as much as the deal. Conviction is harder to project when the preparation is visibly incomplete.

The Structural Problem

IC prep fails late because it starts late. It starts late because there is no trigger that moves it from background to active before the pressure becomes unavoidable.

Most deal teams have a clear process for the early stages of diligence. Requests go out, workstreams get assigned, a tracker gets built. IC prep has none of that. It sits as an implicit responsibility, with no defined owner, no milestone that kicks it off, and no standard for what a good IC pack looks like before it is needed.

The result is that every IC prep is rebuilt from scratch under the same avoidable time pressure.

What Good IC Prep Looks Like

The teams that consistently walk into IC well-prepared start earlier and use a structure that does not depend on memory.

That means a standard IC memo template agreed before diligence starts, not assembled from last time's version two days before. It means a defined point in the diligence timeline, usually two to three weeks out, where IC prep becomes an active workstream rather than a background intention. And it means a named owner for each section of the memo, with a draft deadline that leaves time for a proper senior review.

The memo that gets written over two weeks, revised twice, and reviewed properly reflects what the team actually knows. The one written in 48 hours reflects what they could remember under pressure.

Those are not the same document. And they do not produce the same quality of decision.

The Question Worth Asking

On your last IC: when did preparation actually start? And did the committee's questions reflect gaps in the deal, or gaps in the memo?

If it was the latter, the process is fixable. It just needs to start earlier.