Data room for a tender offer and employee secondary.
A tender offer data room gives eligible employees and former employees the offer documents, company information and tax notes they need to decide whether to sell, while giving buyers their own diligence area. The offer generally stays open for at least 20 business days under SEC tender offer rules, and every seller should see the same information.
Tender offer room
- 01 Offer documents
- 02 Company information
- 03 Tax information
- 04 Eligibility
- 05 Buyer diligence
- 06 Board approvals
- 07 Valuation
How it works for a startup.
Startups use tender offers to let employees and early holders sell shares to new or existing investors, or back to the company. Because the offer goes to many holders at once, it is usually structured to comply with SEC tender offer rules, including Regulation 14E, which requires the offer to stay open for at least 20 business days.
Fair disclosure is central. Selling employees should have access to the same material information the buyers have, within reason, which is why companies prepare an offer to purchase and a disclosure package. A data room makes it easy to give every eligible holder identical materials and to keep a record of what each one received.
Tax and legal points need clear explanations: whether gains are capital or ordinary, how ISOs and NSOs are treated, whether the price is above the latest 409A and whether that affects future valuations. Most companies hire counsel and an administrator; the room keeps their documents and participant questions together.
Top 10 data rooms for this job.
Our five measures, re-weighted for tender offer. Places 11 to 17 are listed below the cards.
- Setup speed 21%
- Investor experience 20%
- Access control 27%
- Diligence tools 17%
- Startup pricing 15%
- 1 9.0/10First-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 8.2/10Strong 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
- 3 8.2/10Strong 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 8.1/10Strong 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
- 5 8.1/10Strong pick
- 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
- 6 8.0/10Strong 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
- 7 7.8/10Strong pick
- $55 monthly
- Free trial offered
- 9/12 feature checks
- NDA e-signing
- Dynamic watermarks
- View-only and download control
- Viewer activity log
- SOC 2
- ISO 27001
- HIPAA
- 8 7.7/10Good option
- 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
- 9 7.7/10Good option
- $299 monthly
- Free trial offered
- 7/12 feature checks
- Investor Q&A
- Dynamic watermarks
- View-only and download control
- Viewer activity log
- SOC 2
- 10 7.6/10Good option
- 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
Show places 11 to 17
- DealRoom 7.5
- SmartRoom 7.5
- Onehub 7.1
- ShareVault 7.0
- Digify 7.0
- DocSend 6.7
- Venue by DFIN 6.7
Folder index.
A starting structure for this room. Rename folders to fit your company and keep the numbers.
Offer to purchase, letter of transmittal, timeline and FAQ.
Financial summary, recent results, risk factors, cap table summary.
General tax summary prepared by counsel, ISO and NSO notes, advice to consult own adviser.
Who can sell, how many shares, pro rata cutback rules.
Separate area for buyers with their deeper review files.
Board consent, waivers of transfer restrictions and ROFR.
Latest 409A and analysis of the tender price.
Questions from employees with answers shared to all.
Need every file by stage? Use the startup data room checklist.
Must-have features.
| Provider | Viewer activity log | Investor Q&A | NDA e-signing | Dynamic watermarks | View-only and download control |
|---|---|---|---|---|---|
| Ellty | |||||
| Firmex | |||||
| iDeals | |||||
| SecureDocs | |||||
| Datasite | |||||
| Ansarada | |||||
| Citrix ShareFile | |||||
| Drooms | |||||
| CapLinked | |||||
| Intralinks |
- Viewer activity log
- Shows which investor opened which file, for how long and when, and exports the record.
- Investor Q&A
- Funds and buyers ask questions against a file; you assign, answer and publish replies, and the thread stays on record.
- NDA e-signing
- Investors sign the NDA or click-through terms before the room opens.
- Dynamic watermarks
- Stamps the viewer email and the time across every page, so a forwarded screenshot points back to its source.
- View-only and download control
- Set each file to view only, print or download, and change it later without resending anything.
Set up the room in 6 steps.
- 1
Engage counsel and an administrator
Tender offers have securities rules and tax reporting. Set roles before writing any documents.
- 2
Prepare one disclosure package
Every eligible holder sees the same offer documents and company information.
- 3
Separate buyers and sellers
Buyers get their diligence area; sellers see the offer package and the participant Q&A.
- 4
Answer questions for everyone
Post each employee question and answer in the shared Q&A so all participants receive the same information.
- 5
Track the window
Keep the offer open at least 20 business days and record any extension or amendment in the room.
- 6
Collect elections and signatures
Use e-signature for transmittal letters and keep the final allocation in the room.
Common mistakes.
- Answering one employee's question privately and leaving others without the same information.
- Ignoring the effect of the tender price on the next 409A valuation.
- Closing the offer before the minimum window has passed.