What is an M&A data room?
An M&A Data Room is a virtual or physical space that contains all transaction-related documents and information. Historically, physical data rooms were established on the seller’s premises, and all key parties had access to them.
The major setback of physical data rooms was a mix of escalated costs and a lack of flexibility when it came to access. M&A deals tend to be time consuming and having to utilize a physical space for data exchange during the process prolonged the time required.
With the introduction of virtual data rooms for mergers and acquisitions, the process became more streamlined and effective. The dealmakers got an opportunity to retrieve the data at any time, from any location.
Main takeaway: An M&A Virtual Data Room can significantly enhance Mergers and Acquisitions by reducing costs and optimizing convenience.
Now the challenge is to select the right candidate among numerous M&A data room providers. And the very first thing to assess is security compliance.
M&A virtual data room security compliance
All data room providers for M&A due diligence offer their own set of features and services. But the most reliable ones will have one thing in common — compliance with strict security protocols.
M&A dataroom compliances and certifications include:
- PCI DSS Level 1
- ISO 9001
- ISO 27001
- FIPS 140-2
- MTCS Level 3
- SOC 1 /2
Some investment banks will provide a list of approved M&A data room providers. To be featured on such a list, an M&A virtual data room will typically undergo a thorough security compliance check.
Main takeaway: Evaluate M&A data room providers by exploring their security compliance certificates.
How to choose the best M&A data room?
Simplify the process of going through data room providers for M&A due diligence by answering the following questions.
Does the M&A data room provider meet security requirements and standards?
Any data room M&A experience has to be straightforward and secure. Inspect the security protocol compliance by checking the necessary certification. Pay extra attention to the data centers’ location and organization.
Tip: Genuine M&A data room providers are usually very open about their security accreditation. Disregard the Data Rooms that provide misdirecting or confusing information.
Which software deployment is right for you?
A big advantage of an M&A virtual data room over a physical space is the convenience of access. All parties can contribute and retrieve data regardless of their location. Versatile software deployment plays a significant role in such accessibility. An M&A dataroom can offer:
- Web access through Internet browsers;
- Desktop applications for different operating systems, for example, Windows, macOS, Linux;
- Mobile applications for iOS or Android.
Having a wide range of deployment solutions is always an asset. When all the participants have an equal chance of accessing the M&A Data Room from their own device, the transaction process gets a lot faster.
Tip: Account for the levels of tech skills of all potential Data Room M&A users. Take advantage of the provider’s educational tools to make sure everyone is up to speed.
Does the M&A data room provider offer checklists and support?
Experienced data room providers for M&A due diligence often provide legally compliant index templates, checklists, and consulting for Mergers and Acquisitions. For the sellers, these tools and services can significantly simplify the transactional preparation.
Additionally, some M&A data room providers will assist with breaking the process into stages. This way, all parties will understand where to find necessary info and who has access to each particular segment.
Tip: Use checklists and templates for a practical, hassle-free data room M&A experience.
Can you save the transaction history before closing the M&A dataroom?
Once the transaction is complete, it is crucial to request a detailed record of everything inside the M&A data room. The transaction history might come in handy during legal disputes and any future transactions.
Established M&A virtual data room providers will offer transactional records on a DVD or a flash drive to both the seller and the buyer. The record will feature all M&A dataroom documents along with the activity reports.
Tip: Store the data room M&A records in a secure location. Avoid general-access storage solutions, such as cloud or audit rooms.
What kind of technical support does the M&A virtual data room provider offer?
Since virtual data rooms for mergers and acquisitions are tech-driven, technical issues are bound to happen. A fast and effective support team is a must in selecting the best M&A dataroom provider.
Evaluate the tech support by:
- Availability. You want to go with a provider that offers support 24/7/365.
- Communication channels. To ensure maximum accessibility, M&A data room providers should offer contact options via online chat, phone, email, or in person.
- Response time. The sooner you get connected with an agent, the more time you will save resolving an issue or answering a question. Being able to get in touch with a representative in under 15 minutes is a good indicator.
- Available languages. A multilingual M&A virtual data room support team will optimize the communication by adapting to your comfortable language.
- Expertise. A no-transfer guarantee indicates that every support specialist is highly knowledgeable and competent.
Think of the M&A data room providers as potential members of your team and rate them accordingly.
Tip: Check what other M&A data room users had to say about the quality of the support they received by reading independent reviews.
Can you switch to a different plan when using the M&A data room?
Before you begin using an M&A virtual data room, examine their package solutions. Based on the volume of the transaction and services you will use in the process, go for the option that works best at the moment.
But make sure you will have an option to upgrade or downgrade later on, in case your judgment didn’t match the actual requirement. Subscription-based service providers usually have no problem with changing your plan.
Tip: Review the conditions for changing your plan in the middle of using an M&A data room and ask questions if something isn’t clear.
How significant is the provider’s data room M&A portfolio?
Take a look at the M&A dataroom provider’s client history. Focus on recognized names, as large companies tend to use the utmost scrutiny when selecting virtual data rooms for mergers and acquisitions.
Renowned M&A data room providers will also feature reviews from their current and past customers.
Tip: Look for the company’s that work in your field to ensure the M&A virtual data room provider will offer the most value for your case.
Essential M&A data room features
Once you’ve narrowed down to the most preferable M&A data room providers, explore the specific features they offer. The key functions lay within these five areas:
Granular document permissions
Time and IP limitations
Access control and expiration
Bulk uploading and downloading
Versatile format support
Automatic indexing Intuitive file management
Individual and group user permissions
Scroll and swipe navigation
How to set up virtual data rooms for mergers and acquisitions?
After selecting the most optimal M&A data room software solution, concentrate on establishing an ideal data room structure. There are three main phases of creating and using the M&A virtual data room.
Stage 1: M&A data room layout and organization
A thought-out structure is the foundation of any M&A virtual data room. Use the supporting tools and checklists to establish a logical flow of data. The ideal filing organization is based on two principles: category and confidentiality.
Begin by separating all the data into segments, such as HR, finances, legal, etc. Next, divide the documents within each sector according to their confidentiality level. You can achieve convenient organization in your M&A dataroom via folders and designated sections.
Add the documents into the pre-designed M&A dataroom and ensure you’ve achieved the most straightforward setup. It can also help to use the impersonation tool to view the data room M&A structure from various perspectives.
Best practice: Outline the document order on a piece of paper first to achieve the most fitting structure.
Stage 2: M&A dataroom access management
Follow the confidentiality specifications to distribute access rights correctly. For example, the Human Resource section of the M&A data room will only be open to people within the department and senior management.
Along with the access privileges, establish obligatory NDA signing and confidentiality reminders wherever necessary.
Best practice: Align your M&A data room according to a need-to-know-basis. It is better to grant access to certain documents later on than to allow all users to have identical privileges.
Once you feel confident about the layout of the virtual data rooms for mergers and acquisitions, invite the participants. Make sure to use bulk invitations whenever possible to save time.
Stage 3: M&A virtual data room maintenance and engagement
Establish a regular maintenance schedule to ensure all documents and access rights are relevant. An effective data room M&A experience is always linked to attention to detail and resourcefulness.
Dedicating small portions of time to maintain the M&A virtual data room is a great time saver in the long run. What’s more, as you constantly engage with the software, you will be able to benefit from any new feature instantaneously.
Best practice: Minimize physical storage by digitizing paper documents and uploading them to the M&A virtual data room.
How much does an M&A data room cost?
A virtual data room is more cost-effective than a physical data facility. Using a virtual M&A data room eliminates charges such as:
- Rent and utilities
- Travel and accommodation
- Printed materials and stationery
However, you should still allocate a part of the budget to cover M&A dataroom fees. Most M&A data room providers establish their own rate framework. For the most part, the final price depends on:
- Storage volume. Data room providers for M&A due diligence will offer different storage solutions depending on the size of your company and the gravity of the transaction. While cloud storing will be the most widespread option, you might also have access to on-premise storage with some providers.
- Number of users. At first, aim to accommodate only the key Data room M&A users as administrators. Since the buyers are technically guests in your M&A virtual data room, aim for plans that allow unlimited guest visitors.
Keep in mind that many providers charge per user. Finding a subscription-based M&A data room is always a more optimal choice.
- Duration. Mergers and Acquisitions take time, so make sure you are getting a fair deal on your M&A dataroom. Go for quarterly and yearly plans, if possible, to save money.
- Support options. Select a support arrangement that works best for your needs. For example, while some companies need dedicated advisory and personal presence of the M&A data room representative, others manage with a live chat and an option to call.
- Additional services. Consult the M&A data room providers on what specific value they can offer your organization and how much extra options will cost.
Data Room providers for M&A due diligence can charge per page, according to required storage, per user, or on a flat-fee basis. Monthly plans range between $500 to $1,500 depending on the provider’s reliability and services.
Make sure to take advantage of the free trial periods when starting to work with an M&A virtual data room. You can use this time to organize the data room and become familiar with all the features before diving into the intricate M&A procedures.
Purposes of M&A transactions
Virtual data rooms become the mainstay of the majority of deals and other complex business transactions in any industry. Most commonly used during mergers and acquisitions and other types of corporate and investment banking transactions, virtual data rooms have also found their uses in real estate, legal, life sciences, and pharmaceuticals, education, energy, and other sectors.
Many people misunderstand the purpose of mergers and acquisitions thinking that both processes mean pretty much the same. But even though the outcome of these processes is the same – joining two companies – there are many significant differences between them.
It requires a lot of paperwork since companies need to understand:
- how strong is their potential partner now;
- what benefits can the potential partner offer the company;
- what benefits can the company offer the potential partner;
- what is the structure of the potential partner’s company.
Today the primary tool for M&A is a data room that allows working with documents conveniently and accelerates deals. Using it, participants of the process can see better which terms will be beneficial for both parties. Thus, even the acquisition can have a positive outcome. So let’s talk in details about the advantages of a data room for M&A.
Virtual data room benefits for M&A
During M&A, a virtual data room is a vital instrument that helps businesses to go through deals much faster. It can:
- protect sensitive documents throughout the deal;
- allow sides to study the information conveniently;
- help parties to collaborate efficiently;
- improve the workflow.
One of the best things in a data room is that the manager can set different levels of access for users. It works as an additional safety measure since you can allow the third-party only to view the information if you don’t trust them enough. But also, it gives you more space to play during the deal since you can change user rights as things move forward.
Users can access the M&A data room from any device at any moment, which significantly accelerates the process. Moreover, when new files are uploaded to the repository or existing ones are changed, everyone gets notifications. Thus, parties can review the changes swiftly, not creating any delays.