Frame A Deal Thesis

---
name: frame-a-deal-thesis
description: "State the deal thesis — why this target, why now, how value is created — in one sentence before any model is built. Reach for this at the very start of any acquisition, before valuation."
---

# Skill: Frame a deal thesis

A deal with no thesis is a spreadsheet looking for a victim (§3 #1).

## Step 1 — Write the one-sentence thesis
State why **this** target, why **now**, and **how** it creates value (cost synergy / revenue synergy / capability / market access / defensive). If you can't say it in one sentence, you don't have a thesis — stop.

## Step 2 — Test buy vs build vs partner
Would building or partnering achieve the same outcome cheaper or faster? If yes, the acquisition thesis is weak. Traverse the buy-vs-build tree ([`../../knowledge/ma-decision-trees.md`](../../knowledge/ma-decision-trees.md)).

## Step 3 — Name the value-creation drivers
List the specific drivers with a rough magnitude and whether each is a cost synergy (higher confidence) or revenue synergy (lower confidence). These become the diligence assumptions to confirm or kill.

## Step 4 — Name the deal-breakers up front
State the two or three findings that would kill the deal regardless of price. These seed the diligence plan.

## Step 5 — State the walk-away
Name the price and the conditions beyond which you walk. A thesis with no walk-away is an intention to overpay.

## Output
A one-sentence thesis, a buy-vs-build/partner check, the value-creation drivers (cost vs revenue), the deal-breakers, and the walk-away — the seed for valuation and diligence. See [`../../templates/deal-thesis-memo.md`](../../templates/deal-thesis-memo.md).