AI for corporate development
Point it at the deal folder. It builds the merger model, tests the adjusted EBITDA add-backs and drafts the IC memo from the data room exports, CIM and general ledger you already have, with a source on every number.
Ridgeline-IC-memo.docxExampleProject Ridgeline: Investment Committee Memorandum
Defended EBITDA
Management presents $31.8 million of adjusted EBITDA for the twelve months ended June 30, and we defend $27.2 million. We accept the $1.9 million of one-time ERP implementation cost. We reject $3.1 million of run-rate pricing that has not yet been invoiced and $1.5 million of owner compensation normalization that the founders’ new employment agreements do not support.
Valuation range
At the proposed $230 million enterprise value, paid 60% in our stock and 40% in cash, the price is 8.5x defended EBITDA. Applying 9.0–9.9x, the lower half of the public comparables and the five-deal precedent set, puts standalone value at $245–269 million. Our bid leaves $15–39 million of standalone value with us before any synergies.
CheckedOpen: the Ashgrove supply agreement still needs consent to assignment, which is risk 2 in section 5.
How it works
- 1
Load the deal folder
Drop the files in as they come off the VDR or the shared drive: data room exports, monthly financials and the general ledger, the CIM and teasers, expert call notes, your own model, and the last IC memo the committee approved.
- 2
Ask for the next deliverable
It hands back finished working files. The databook and merger model arrive in Excel with live formulas, the red-flag report names the contract and clause, and every number cites its source. Anything it cannot reconcile becomes a question.
- 3
Review, then take it to IC
Trace each number back to its source document, accept or kill the add-backs, and decide what the committee sees. It drafts and checks, but the recommendation, the price ceiling and the walk-away are yours.
Ask it for
“Build the merger model for the Ridgeline deal at $230M enterprise value, 60% stock and 40% cash, with $8M of cost synergies phased in over two years.”
Ridgeline-merger-model.xlsx“Spread the financials into a QoE databook: adjusted EBITDA bridge, monthly working capital for the 36 months ended June 30, every add-back tied to its support.”
QoE-databook.xlsx“Read the data room export for change-of-control and assignment clauses in contracts over $250k, missed consents and CIM gaps, then write the red-flag report.”
Red-flag-report.docx“Mark up the seller’s LOI draft and lay out our counters on exclusivity, the working capital peg and the treatment of the Ashgrove supply agreement.”
LOI-markup.pdf“Draft the IC memo on Ridgeline covering the thesis, the defended EBITDA, the valuation range and the three risks that could move the price or kill the deal.”
Ridgeline-IC-memo.docx“Turn the $8M of deal-model synergies into a tracker with an owner, a phase-in date, a cost-to-achieve figure and realized-to-plan columns.”
Synergies-tracker.xlsx
Inside the Corporate Development mode
M&A and LBO models
Builds the merger and LBO models the deal needs, from sources and uses and purchase price allocation to the debt schedule, cash sweep and accretion or dilution.
M&A diligence and disclosure schedules
Turns the data room export into the red-flag report, the consent and change-of-control tracker and first drafts of the disclosure schedules.
Valuation
Spreads trading comps and precedents, keeps the equity bridge clean and lays the football field beside the DCF so the committee sees where the offer sits.
QoE and working capital
Rebuilds adjusted EBITDA add-back by add-back, sets the working capital peg from monthly balances and lists the debt-like items that cut proceeds at close.
Market sizing and evidence synthesis
Sizes the target’s market top-down and bottom-up from filings, expert calls and customer interviews, then benchmarks its margins and growth against peers.
Business case and capital allocation
Runs the buy-versus-build case with NPV, IRR and hurdle rates, and ranks the projects competing for the capital.
Value creation and transformation
Converts diligence findings into the 100-day plan and the synergies tracker, with owners, phase-in dates and integration costs logged against plan.
Investment research and IC memos
Writes the IC memo around a thesis that can be tested: what must be true, which catalysts to watch, the sized downside and the conditions that would reopen it.
Contract drafting and redlining
Redlines the counterparty’s NDA, LOI and purchase agreement drafts and prepares the issues list and your positions on exclusivity, indemnity and escrow.
Commercial due diligence
Tests the CIM’s management case against customer calls and market data, and shows where their story and the numbers disagree, each claim sourced.
- Office skills
- Excel, Word, PowerPoint, PDF
- Tools
- Read, edit and write files, Search files, Run code, Search and read the web, View images
- Connectors
- SharePoint, Google Drive, Gmail, and additional custom connectors
- House style
- Your fonts, layouts and rules, on every file
Who it’s for
In-house M&A and corporate development teams, from analysts to the head of corporate development, at acquisitive companies and sponsor-backed platforms.
Questions
Where does our deal data go?
Ultramarine Work changes files only in the project’s folder. When a request needs it, it can read files elsewhere on your computer, never passwords, keys or app data, and you can turn that off in settings. The model runs on Paper Instruments’ servers, so the content it works on is sent there to be processed. Paper Instruments is SOC 2 Type II, and our security and compliance details are on our compliance page.
Our deal NDAs ban AI tools. Can we still use it?
Whether the NDA on a given deal allows it is a call for your legal team. Deal lawyers increasingly treat uploading confidential materials into an AI service as a disclosure, and some NDAs prohibit AI use outright, so read the AI clause first. Whatever it reads is sent to Paper Instruments’ servers, and our compliance page has what your counsel will ask for. On training and retention of your inputs, the answer belongs to Paper Instruments, so ask them directly.
What about MNPI on public company deals?
Only if your compliance and disclosure counsel say an AI tool may see MNPI, because Ultramarine Work reads whatever files are in the folder and does not enforce your information barriers. Insider lists and clean team restrictions on a public company deal govern who may open each folder. The files it works on are processed on Paper Instruments’ servers. Your compliance team will want the details on our compliance page before approving a tool for those workflows.
Can we trust the numbers it pulls out of the CIM?
Trust them after you have checked them, not before. Every number it uses points back to the file it came from, and it marks what it could not find or reconcile rather than guessing, so the tie-out stays with you. Review every file it touched before anything goes to IC, because an uncaught add-back is how a wrong margin assumption gets in front of the committee.
How do we know it won’t miss a clause or invent one?
Every flag in the red-flag report names the contract and clause it came from, and anything it could not find or reconcile is written up as an open item instead of a guess. Read each flag against the actual agreement anyway, because the failure modes run both ways. It can invent change-of-control triggers that worry the committee over nothing, and it can miss a real anti-assignment clause in a side letter. The citation is what lets you catch either mistake before the meeting.