Data room for selling a startup to private equity.
A private equity buyer underwrites cash flow, so the data room has to prove earnings: monthly financials, a quality of earnings analysis, revenue retention, customer concentration, contract terms, and costs that can be adjusted. PE deals usually involve debt financing, so lenders also review the room.
Private equity buyer room
- 01 Process
- 02 Financial statements
- 03 Quality of earnings
- 04 Revenue detail
- 05 Cost base
- 06 Working capital
- 07 Customers and contracts
How it works for a startup.
Private equity firms buy established startups, usually with recurring revenue and a path to profit, and grow them with operational changes, add-on acquisitions or both. Many software-focused PE firms buy companies that venture investors would call mature. The buyer may also take a majority stake while founders and management roll over part of their equity.
Financial diligence is deeper than in most strategic deals. Accountants prepare a quality of earnings report that adjusts reported EBITDA for one-off items and normalises costs. The buyer studies cohort retention, gross margin by product, customer concentration and how working capital moves through the year.
Because most PE deals use acquisition debt, the lenders and their advisers read a subset of the room. Management also meets the buyer's operating partners, who look for cost and pricing changes they can make after closing.
Top 10 data rooms for this job.
Our five measures, re-weighted for private equity buyer. Places 11 to 17 are listed below the cards.
- Setup speed 17%
- Investor experience 16%
- Access control 28%
- Diligence tools 26%
- Startup pricing 14%
- 1 9.3/10First-rate
- $149 monthly
- 14-day free trial
- 8/12 feature checks
- Investor Q&A
- NDA e-signing
- Dynamic watermarks
- View-only and download control
- SOC 2 (hosting)
- 2 8.5/10First-rate
- Quote only
- Demo, no trial
- 10/12 feature checks
- Investor Q&A
- Dynamic watermarks
- View-only and download control
- Viewer activity log
- SOC 2
- ISO 27001
- GDPR
- 3 8.4/10Strong pick
- Quote only
- Free trial offered
- 9/12 feature checks
- Investor Q&A
- Dynamic watermarks
- View-only and download control
- Viewer activity log
- SOC 2
- ISO 27001
- GDPR
- 4 8.3/10Strong pick
- Quote only
- Free trial offered
- 8/12 feature checks
- Investor Q&A
- Dynamic watermarks
- View-only and download control
- Viewer activity log
- SOC 2
- ISO 27001
- 5 8.3/10Strong pick
- Quote only
- Free trial offered
- 7/12 feature checks
- Investor Q&A
- Dynamic watermarks
- View-only and download control
- Viewer activity log
- SOC 2
- ISO 27001
- 6 8.0/10Strong pick
- Quote only
- Demo, no trial
- 8/12 feature checks
- Investor Q&A
- Dynamic watermarks
- View-only and download control
- Viewer activity log
- SOC 2
- ISO 27001
- GDPR
- 7 7.8/10Strong pick
- Quote only
- Demo, no trial
- 8/12 feature checks
- Investor Q&A
- Dynamic watermarks
- View-only and download control
- Viewer activity log
- SOC 2
- ISO 27001
- 8 7.8/10Strong pick
- $299 monthly
- Free trial offered
- 7/12 feature checks
- Investor Q&A
- Dynamic watermarks
- View-only and download control
- Viewer activity log
- SOC 2
- 9 7.8/10Strong pick
- $250 monthly
- Free trial offered
- 8/12 feature checks
- Investor Q&A
- NDA e-signing
- Dynamic watermarks
- View-only and download control
- SOC 2
- 10 7.7/10Good option
- Quote only
- Demo, no trial
- 7/12 feature checks
- Investor Q&A
- Dynamic watermarks
- View-only and download control
- Viewer activity log
- SOC 2
- ISO 27001
Show places 11 to 17
- DealRoom 7.7
- Citrix ShareFile 7.5
- ShareVault 7.1
- Onehub 6.8
- Venue by DFIN 6.7
- Digify 6.6
- DocSend 6.1
Folder index.
A starting structure for this room. Rename folders to fit your company and keep the numbers.
Process letter, NDA, timeline.
Audited or reviewed annual statements, monthly management accounts for three years.
Sell-side QoE report, EBITDA adjustments with support.
Revenue by customer, product and month, ARR bridge, cohorts, concentration.
Headcount costs by team, vendor spend, hosting costs, gross margin by product.
Monthly balance sheet, receivables aging, deferred revenue.
Top contracts, renewal terms, pricing history.
Management team agreements, rollover discussion materials.
Corporate records, tax returns, IP schedule, litigation.
Subset of financial and legal files for debt providers.
Questions from buyer, accountants and lenders.
Need every file by stage? Use the startup data room checklist.
Must-have features.
| Provider | Investor Q&A | Viewer activity log | View-only and download control | Dynamic watermarks | In-app redaction |
|---|---|---|---|---|---|
| Ellty | |||||
| Datasite | |||||
| iDeals | |||||
| Ansarada | |||||
| Firmex | |||||
| Drooms | |||||
| Intralinks | |||||
| CapLinked | |||||
| SecureDocs | |||||
| SmartRoom |
- Investor Q&A
- Funds and buyers ask questions against a file; you assign, answer and publish replies, and the thread stays on record.
- Viewer activity log
- Shows which investor opened which file, for how long and when, and exports the record.
- View-only and download control
- Set each file to view only, print or download, and change it later without resending anything.
- Dynamic watermarks
- Stamps the viewer email and the time across every page, so a forwarded screenshot points back to its source.
- In-app redaction
- Blacks out salaries, customer names or personal data inside the platform without keeping a second copy.
Set up the room in 5 steps.
- 1
Commission a sell-side QoE
An independent quality of earnings report sets the earnings figure before the buyer's accountants do.
- 2
Build the revenue cube
One file with revenue by customer, product and month. PE analysts start from this data.
- 3
Explain every adjustment
Each EBITDA adjustment needs a source document and a short note.
- 4
Prepare a lender folder
Give debt providers a defined subset rather than the whole room.
- 5
Separate management terms
Rollover and management incentive discussions belong in a restricted folder for named people.
Common mistakes.
- EBITDA adjustments without support, which the buyer reverses.
- Revenue data that does not tie to the financial statements.
- Management negotiating personal terms before price is agreed.