Investment banking and corporate development
Sell-side process and data room tracker. Hieu Van Nguyen
Running a sale is project management with money attached. This page uses an invented company and invented buyers. Move the process week by week and watch buyers drop out or advance. Click a data room folder to see what is open, what is complete and who owes what. Then compare the offers on price, structure and conditions.
What this shows
A buyer funnel from outreach to confidentiality agreement, information memo, first offer, management meeting and final offer
A data room request list with status, priority, responsibility and sensitivity, and a completion summary
A meeting calendar that shows who is booked when
An offer comparison that ranks bids on value, certainty and conditions, not price alone
Sample build: sell-side process for an invented company
Running a sale is project management with money attached. This build follows an invented company sold to fifteen invented buyers. Move the process week, work the data room list, check the meeting calendar and compare the final offers.
Synthetic inputs for illustration. Not data from any employer.
Now: management meetings.
What to try
- Drag the process week from 0 to 14. Every tab follows it.
- Then open the other tabs: the data room list, the calendar and the offers.
Buyers still in
8 of 15
15 contacted so far, 15 in the plan
First-round offers
11
5 have met management
Data room complete
36.1%
22 of 61 request lines
Lines blocking the next stage
10
Before management meeting
Integrity checks pass: buyers only move forward, the funnel never grows, request numbering has no gaps, and every offer belongs to a buyer that reached the final round.
What to try
- Drag the process week above and watch the funnel narrow as buyers drop out and others advance.
- Click a buyer in the table to open its activity log for the chosen week.
- Strategic buyer G is a slow responder: in week 2 it is one week behind on its confidentiality agreement.
- DoneOutreach, confidentiality agreements and information memosWeek 0 to 5, Mon 2 Feb to Fri 13 Mar
- DoneFirst-round offers dueWeek 6, Mon 16 Mar to Fri 20 Mar
- DoneBank reviews the first-round offersWeek 7, Mon 23 Mar to Fri 27 Mar
- NowManagement meetingsWeek 8 to 9, Mon 30 Mar to Fri 10 Apr
- AheadInternal approvals and funding checksWeek 10 to 11, Mon 13 Apr to Fri 24 Apr
- AheadFinal offers dueWeek 12, Mon 27 Apr to Fri 1 May
- AheadClarification calls with the final biddersWeek 13, Mon 4 May to Fri 8 May
- AheadSigningWeek 14, Mon 11 May to Fri 15 May
| Stage | Reached | Still in | Left | Sitting here |
|---|---|---|---|---|
| Outreach | 15 | 8 | 7 | 0 |
| Confidentiality agreement | 13 | 8 | 5 | 0 |
| Information memo | 13 | 8 | 5 | 0 |
| First-round offer | 11 | 8 | 3 | 3 |
| Management meeting | 5 | 5 | 0 | 5 |
| Final offer | 0 | 0 | 0 | 0 |
| Signing | 0 | 0 | 0 | 0 |
| Buyer | Stage | Status | Last action | Next step owed | Owed by | Due |
|---|---|---|---|---|---|---|
| Management meeting | In | Mon 30 MarManagement meeting held in person | Submit a final offer | Buyer | Week 12, by Fri 1 May | |
| Management meeting | In | Tue 31 MarManagement meeting held in person | Submit a final offer | Buyer | Week 12, by Fri 1 May | |
| First-round offer | Out: price expectations | Wed 25 MarDropped out: price expectations too far apart | None | None | None | |
| Management meeting | In | Wed 1 AprManagement meeting held in person | Submit a final offer | Buyer | Week 12, by Fri 1 May | |
| Information memo | Out: strategic fit | Wed 11 MarStepped out: the business is not a fit | None | None | None | |
| Outreach | Out: strategic fit | Wed 18 FebStepped out: the business is not a fit | None | None | None | |
| Management meeting | In | Thu 2 AprManagement meeting held by video call | Submit a final offer | Buyer | Week 12, by Fri 1 May | |
| Management meeting | In | Fri 3 AprManagement meeting held in person | Submit a final offer | Buyer | Week 12, by Fri 1 May | |
| First-round offer | In | Fri 20 MarFirst-round offer received | Attend the management meeting | Company and bank | Week 9, by Fri 10 Apr | |
| First-round offer | Out: price expectations | Wed 25 MarDropped out: price expectations too far apart | None | None | None | |
| First-round offer | In | Fri 20 MarFirst-round offer received | Attend the management meeting | Company and bank | Week 9, by Fri 10 Apr | |
| First-round offer | Out: price expectations | Wed 25 MarDropped out: price expectations too far apart | None | None | None | |
| Information memo | Out: strategic fit | Wed 11 MarStepped out: the business is not a fit | None | None | None | |
| Outreach | Out: strategic fit | Wed 11 FebStepped out: the business is not a fit | None | None | None | |
| First-round offer | In | Fri 20 MarFirst-round offer received | Attend the management meeting | Company and bank | Week 9, by Fri 10 Apr |
A buyer that has left keeps the stage it had reached and owes nothing. A strategic buyer is an operating company. A sponsor is an investment fund.
Activity log: Strategic buyer G
- Mon 2 FebTeaser and confidentiality agreement sent by the bank
- Tue 24 FebSigned confidentiality agreement returned
- Mon 2 MarInformation memo sent by the bank
- Fri 20 MarFirst-round offer received
- Thu 2 AprManagement meeting held by video call
Strategic G is an operating company and meets by video call.
| Reason | Buyers |
|---|---|
| Strategic fit | 4 |
| Price expectations | 3 |
| Internal approval | 0 |
| Financing | 0 |
How each buyer's dates are set
- Every buyer is contacted in week 0 or week 1 with a teaser and a confidentiality agreement.
- A buyer whose fit is 1 declines the week after it is contacted (strategic fit).
- Everyone else signs the confidentiality agreement one week after outreach if the buyer is fast, two weeks after if it is normal speed and three if it is slow. The bank sends the information memo the week after the signature.
- A buyer whose fit is 2 withdraws in week 5, after reading the memo (strategic fit).
- First-round offers are due in week 6. A buyer whose price view is 2 or lower is dropped when the bank reviews offers in week 7 (price expectations).
- The bank invites the buyers whose fit and price view are both 3 or more to meet management in weeks 8 and 9, five a week, up to ten buyers in all.
- A buyer whose internal approval score is 2 or lower withdraws in week 10 (internal approval). One whose funding score is 2 or lower withdraws in week 11 (financing).
- The rest submit final offers in week 12. The offer ranked first on the offers tab signs in week 14.
| Buyer | Contacted in week | Speed | Fit | Price view | Funding | Approval |
|---|---|---|---|---|---|---|
| Strategic buyer A | 0 | Fast | 5 | 4 | 5 | 4 |
| Strategic buyer B | 0 | Normal | 4 | 3 | 4 | 4 |
| Strategic buyer C | 0 | Fast | 4 | 2 | 4 | 3 |
| Strategic buyer D | 1 | Normal | 3 | 3 | 4 | 2 |
| Strategic buyer E | 1 | Slow | 2 | 3 | 3 | 3 |
| Strategic buyer F | 1 | Fast | 1 | 3 | 3 | 3 |
| Strategic buyer G | 0 | Slow | 3 | 3 | 3 | 3 |
| Sponsor A | 0 | Fast | 4 | 5 | 3 | 5 |
| Sponsor B | 0 | Normal | 4 | 4 | 4 | 5 |
| Sponsor C | 0 | Normal | 3 | 2 | 3 | 4 |
| Sponsor D | 1 | Fast | 3 | 4 | 2 | 4 |
| Sponsor E | 1 | Normal | 3 | 1 | 3 | 4 |
| Sponsor F | 1 | Slow | 2 | 3 | 3 | 3 |
| Sponsor G | 0 | Fast | 1 | 4 | 4 | 4 |
| Sponsor H | 1 | Normal | 3 | 3 | 2 | 3 |
What to try
- Move the process week to 8 or 9 to see management meetings, and to 3, 4 or 5 to see the data questions calls.
- Click Monday 09:00 in week 8, then add a late request from Sponsor C. The CEO and the bank are already in that meeting, so it is flagged.
- Add the same request to an open slot and the flag does not appear.
Week 8: Mon 30 Mar to Fri 3 Apr
5 of 25 slots booked, 20 open. 5 management meetings, 0 calls.
| Time | Mon 30 Mar | Tue 31 Mar | Wed 1 Apr | Thu 2 Apr | Fri 3 Apr |
|---|---|---|---|---|---|
| 09:00 | |||||
| 10:30 | |||||
| 13:00 | |||||
| 14:30 | |||||
| 16:00 |
Slot details
Click a slot in the calendar to see who is booked.
Conflict check
No double bookings in week 8.
Two bookings in the same slot conflict when they need the same person, or are with the same buyer. A video call and an in-person meeting count the same way.
What to try
- Choose a responsible party, press the button to mark all of its items complete, and watch the summary and the blocker list move.
- Move the process week above to 7 and then 9: later stages need more lines complete, so the blocker list grows.
- Filter to high priority only and see how much of the list that really is.
Responsibility key
- CCompany
- BBank
- LCompany counsel
- AAccounting advisor
- TTax advisor
Later stage only marks a line with named or commercially sensitive information, shown only to buyers that reach a later stage. Status is open, partial, complete or not applicable.
6 open or partial lines would change. Lines marked not applicable stay as they are.
| Status | Lines | Share |
|---|---|---|
| Complete | 22 | 36.1% |
| Partial | 16 | 26.2% |
| Open | 20 | 32.8% |
| Not applicable | 3 | 4.9% |
| Total | 61 | 100.0% |
Of the lines that apply, 37.9% are complete. Shares are rounded to a tenth of a percent so that they add up to exactly 100.0.
What is blocking the next step
In week 8 the next stage to start is management meeting, in week 8. 10 high-priority lines are not complete.
- 2.1.2Monthly management accounts, last 24 monthsPartialOwner A
- 2.2.2Five-year business plan and assumptionsOpenOwner B
- 2.3Net debt and debt-like items scheduleOpenOwner A
- 2.5Working capital by month, last 24 monthsOpenOwner A
- 2.6Sell-side quality of earnings summaryPartialOwner A
- 4.1.4Summary of change of control and assignment clausesOpenOwner L
- 4.2.1Pending and threatened claimsPartialOwner L
- 5.1.2Customer concentration and churn analysisPartialOwner B
- 5.4Sales pipeline and backlogPartialOwner C
- 6.2Benefit plans and pension liabilitiesOpenOwner A
The rule: a line blocks a stage when it is high priority, is not yet complete (open or partial) and is needed at or before that stage. A line marked not applicable never blocks.
Request list by folder
| No. | Request | Status | Priority | Owner | Release | Comment |
|---|---|---|---|---|---|---|
| 1.1 | Corporate structure | |||||
| 1.1.1 | Legal entity chart with ownership percentages | High | L | All buyers | Signed off by company counsel | |
| 1.1.2 | Constitutional documents and amendments | Medium | L | All buyers | ||
| 1.1.3 | Board minutes, last three years | Medium | L | Later stage only | Passages about this sale are being redacted | |
| 1.2 | Management and board | |||||
| 1.2.1 | Organization chart with names and roles | High | C | All buyers | ||
| 1.2.2 | Short biographies of the senior team | Low | C | All buyers | ||
| 1.3 | Company history and key milestones | Low | C | All buyers | ||
| 1.4 | Description of sites and operations | Medium | C | All buyers | Two smaller sites still to be described | |
| No. | Request | Status | Priority | Owner | Release | Comment |
|---|---|---|---|---|---|---|
| 2.1 | Historical financial statements | |||||
| 2.1.1 | Audited accounts, last three years | High | A | All buyers | ||
| 2.1.2 | Monthly management accounts, last 24 months | High | A | All buyers | Last six months still being reconciled | |
| 2.1.3 | Reconciliation of management accounts to audited accounts | Medium | A | All buyers | ||
| 2.2 | Forecasts | |||||
| 2.2.1 | Current year budget with monthly phasing | High | C | All buyers | ||
| 2.2.2 | Five-year business plan and assumptions | High | B | Later stage only | Bank is drafting from the management case | |
| 2.2.3 | Budget against actual, last 12 months | Medium | C | All buyers | ||
| 2.3 | Net debt and debt-like items schedule | High | A | All buyers | Needed before buyers can price the equity | |
| 2.4 | Capital spending history and plan | Medium | C | All buyers | ||
| 2.5 | Working capital by month, last 24 months | High | A | All buyers | ||
| 2.6 | Sell-side quality of earnings summary | High | A | Later stage only | Adjustments list agreed, write-up in draft | |
| No. | Request | Status | Priority | Owner | Release | Comment |
|---|---|---|---|---|---|---|
| 3.1 | Corporate tax returns, last three years | High | T | All buyers | ||
| 3.2 | Tax audits, disputes and correspondence | Medium | T | All buyers | ||
| 3.3 | Tax structure and attributes | |||||
| 3.3.1 | Tax losses and credits schedule | Medium | T | All buyers | ||
| 3.3.2 | Transfer pricing documentation | Medium | T | All buyers | ||
| 3.3.3 | Sales and payroll tax filing status | Low | T | All buyers | ||
| 3.4 | Tax opinions and rulings | Low | T | All buyers | None exist | |
| No. | Request | Status | Priority | Owner | Release | Comment |
|---|---|---|---|---|---|---|
| 4.1 | Material contracts | |||||
| 4.1.1 | List of contracts above the review threshold | High | L | All buyers | ||
| 4.1.2 | Top 10 customer contracts, full copies | High | L | Later stage only | Seven of ten uploaded | |
| 4.1.3 | Top 10 supplier contracts, full copies | High | L | Later stage only | ||
| 4.1.4 | Summary of change of control and assignment clauses | High | L | All buyers | ||
| 4.2 | Litigation and disputes | |||||
| 4.2.1 | Pending and threatened claims | High | L | All buyers | One claim awaiting counsel assessment | |
| 4.2.2 | Settlements, last five years | Medium | L | All buyers | ||
| 4.3 | Regulatory licences and permits | Medium | L | All buyers | ||
| 4.4 | Insurance policies and claims history | Low | C | All buyers | ||
| 4.5 | Related-party arrangements | Medium | L | All buyers | ||
| No. | Request | Status | Priority | Owner | Release | Comment |
|---|---|---|---|---|---|---|
| 5.1 | Customers | |||||
| 5.1.1 | Revenue by customer, last three years | High | C | All buyers | ||
| 5.1.2 | Customer concentration and churn analysis | High | B | All buyers | ||
| 5.1.3 | Customer names and contact details | High | C | Later stage only | Names held back until late-stage buyers | |
| 5.2 | Market | |||||
| 5.2.1 | Market size and growth study | Medium | B | All buyers | ||
| 5.2.2 | Competitor overview | Medium | B | All buyers | ||
| 5.3 | Pricing policy and recent price changes | Medium | C | All buyers | ||
| 5.4 | Sales pipeline and backlog | High | C | Later stage only | ||
| 5.5 | Supplier overview and dependence | Medium | C | All buyers | ||
| No. | Request | Status | Priority | Owner | Release | Comment |
|---|---|---|---|---|---|---|
| 6.1 | Workforce | |||||
| 6.1.1 | Anonymized employee census | High | C | All buyers | ||
| 6.1.2 | Standard employment contract forms | Medium | L | All buyers | ||
| 6.1.3 | Pay and notice terms for key employees | High | C | Later stage only | Named data, late-stage buyers only | |
| 6.2 | Benefit plans and pension liabilities | High | A | All buyers | ||
| 6.3 | Incentive and equity plans | Medium | L | Later stage only | ||
| 6.4 | Labor relations and disputes | Medium | L | All buyers | ||
| 6.5 | Hiring and attrition statistics | Low | C | All buyers | ||
| No. | Request | Status | Priority | Owner | Release | Comment |
|---|---|---|---|---|---|---|
| 7.1 | Registered patents, trademarks and domains | High | L | All buyers | Two trademark renewals to confirm | |
| 7.2 | Licences granted and received | Medium | L | All buyers | ||
| 7.3 | Ownership of employee-created IP | Medium | L | All buyers | ||
| 7.4 | Open-source software review | Low | L | All buyers | No software product |
| No. | Request | Status | Priority | Owner | Release | Comment |
|---|---|---|---|---|---|---|
| 8.1 | Systems | |||||
| 8.1.1 | Systems architecture overview | Medium | C | All buyers | ||
| 8.1.2 | Software licence list | Low | C | All buyers | ||
| 8.2 | Cybersecurity review and incident history | High | C | Later stage only | ||
| 8.3 | Data protection compliance | Medium | L | All buyers | ||
| 8.4 | IT spending and planned projects | Low | C | All buyers | ||
| No. | Request | Status | Priority | Owner | Release | Comment |
|---|---|---|---|---|---|---|
| 9.1 | Property list with leases | Medium | L | All buyers | ||
| 9.2 | Environmental reports | Medium | L | All buyers | ||
| 9.3 | Health and safety records | Low | C | All buyers | ||
| 9.4 | Product quality and recall history | Medium | C | All buyers | ||
| 9.5 | Fixed asset register | Low | A | All buyers |
What to try
- Press Price matters most and watch the highest bidder move up the ranking.
- Press Certainty matters most and see the order change the other way.
- Set the speed and conditions weights to zero and see how much price and certainty alone decide.
How much each measure counts
Each measure is scored from 0 for the worst offer to 100 for the best. The score is the weighted sum, with each weight shown as its share of the total. If all four weights are zero they count equally.
Recommendation from the ranking
Strategic buyer B ranks first with 67.7 of 100 points, on a headline value of $2,250M.
The highest headline value is Sponsor A at $2,500M, which is $250M (11.1%) above the top-ranked offer. It ranks number 4 of 5, so the highest price is not the best offer on these weights.
What it gives up: financing is less certain (debt commitment letters not yet signed, against cash on hand), it takes 9 weeks to sign against 5 and it carries 5 conditions against 2. Each of these is a way the deal could slip or fail after the price is agreed.
| Strategic B | Strategic A | Sponsor B | Sponsor A | Strategic G | |
|---|---|---|---|---|---|
| Rank | 1 | 2 | 3 | 4 | 5 |
| Type of buyer | Strategic | Strategic | Sponsor | Sponsor | Strategic |
| Headline value (enterprise value) | $2,250M | $2,350M | $2,300M | $2,500M | $2,150M |
| Form of consideration | All cash | Cash and shares (60/40) | All cash | All cash | All cash |
| Financing certainty | 5 of 5: Cash on hand | 5 of 5: Cash on hand and its own shares, no borrowing needed | 4 of 5: Committed debt letters from two lenders | 3 of 5: Debt commitment letters not yet signed | 4 of 5: Existing credit line, drawdown needed |
| Approvals required | 4 of 5: Board approval and a routine filing | 3 of 5: Competition filing | 5 of 5: Investment committee only | 5 of 5: Investment committee only | 3 of 5: Competition filing |
| Key conditions |
|
|
|
|
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| Diligence still needed | 3 weeks: Contracts, tax and IT security | 2 weeks: Contracts and tax | 3 weeks: Contracts and tax | 5 weeks: Full confirmatory review and a quality of earnings update | 4 weeks: Full confirmatory review |
| Weeks from final offer to signing | 5 | 6 | 6 | 9 | 8 |
| Price score, 0 to 100 | 28.6 | 57.1 | 42.9 | 100.0 | 0.0 |
| Certainty score, 0 to 100 | 87.5 | 75.0 | 87.5 | 75.0 | 62.5 |
| Speed score, 0 to 100 | 100.0 | 75.0 | 75.0 | 0.0 | 25.0 |
| Conditions score, 0 to 100 | 100.0 | 66.7 | 66.7 | 0.0 | 33.3 |
| Weighted score, out of 100 | 67.7 | 66.6 | 64.6 | 62.5 | 27.5 |
Price is the headline enterprise value. Shares offered as part of the price are taken at the buyer's own valuation, so a higher headline can carry more risk. Final offers are due in week 12, so this table does not change with the process week.
Week 8 (Mon 30 Mar): 8 of 15 contacted buyers are still in, 11 have made a first-round offer and 5 have met management. The data room is 36.1% complete. 10 high-priority lines still block the management meeting stage. The top-ranked final offer is Strategic buyer B.
How I use it
Keeping a process on schedule and seeing which buyers are slipping
Chasing the open diligence requests that block the next step
Presenting the bids to a board in a way that compares like with like