Data Rooms are Paradise

Data Rooms are Paradise

It’s late November and the sun is high in the sky on what is an unseasonably warm Friday.  It has been a busy day up to now, the highlight being the lunch trip to Pret a Manger, solo this time, seeking out some nutrition to fuel the night ahead.  The walk back gives you time to think, “$22 for a bread sandwich and yogurt? thanks a lot bin laden"  

Back at your desk and the excitement is palpable.  “Today’s the day, huh?” remarks cares to much analyst #4 from doesn’t matter group.  You hear him clearly but choose not to respond.  Elsewhere, VP is in his office intently staring at his screens.  You’ve been trying to get his attention for 2.5 weeks but understand how busy he is.  Reddit doesn’t browse itself and if not for his work ethic, how else would you hear about the latest record-breaking real estate sale in Ohio?  “Does he only read the real estate section of the WSJ?” you wonder.  No matter, today is the day that you’ve been preparing weeks for, you’re about to open your first data room.

The stage has been set. The CIM has done its job and stoked a fire of interest from every single middle market private equity firm in the continental united states, and one in Hawaii.  “Ua Mau ke Ea o ka ʻĀina i ka Pono” you say every time they come up, never missing an opportunity to suggest you’ve done some potential buyer diligence.  For weeks eager buyers have been clamoring for information only you possess.  Ignorant and disrespectful questions like “how do you justify a historic growth rate of 1.4% vs. a projected growth rate of 27%?” or “do you guys really have footnotes in your footnotes?” have piled up in your inbox.  The legitimacy of the entire auction is being held together by the premise of “it’s a competitive process, we’ll plan to provide more detail in the second round.”

You’ve spent weeks working with a small team from your client to meticulously architect a treasure trove of data, responding confidently to their clarifying questions with “I’ll check on that” or “Yea I think other companies we’ve worked with have provided that, I’ll confirm” or “Let me dig into that and circle back.”  “Who cares, man, this shit is all fake anyway” you think to yourself, knowing full well that the salaries of that entire team are rolled up nicely into a P&L line item called “Immediate expense synergies.” 

VP pops out of his office and heads straight for you, “did you see Clay Matthews sold his California estate for $20 million?” he asks.  “Wow he’s retired and still getting sacks…” “…of money that is” you say, kicking yourself for explaining what was an otherwise clever joke.  “I’m taking off, trust you’re good with opening the data room tonight” says VP as he slings his twill Filson briefcase over his shoulder and sets off towards the elevator bank.

Despite the fact that this is “easy, largely intuitive”, he's “done it a million times”, and “it’s pretty hard to screw up”, he has been unable to describe, even directionally, how to do it.  His singular instruction being, “make sure you send the invites as late as possible to really fuck over the PE associates.”

No matter, you’re a problem solver, this is what banking is all about, time to be resourceful and accomplish the task.  You decide to run some tests on your personal email.  With a base understanding of permissioning and notifications, you expand the test to exhaust all possibilities and set up some groups.  Your mother, father, girlfriend, boyfriend, each receive invites. “Okay, tell me if you can see the tax returns folder?” “Okay how about now?” you repeat quietly into your phone as your confused relatives and sexual partners follow along.

With 85% of your bloodline now possessing material non-public information, you decide you’re ready for launch.  It’s 10:21pm, “time to blow up these PE nerd’s weekends” you exclaim. 

The contact list has been provided, you’ve copied 215 names into 43 different buyer groups and you’re ready to throw the switch.  Everything has been building towards this moment.  The floodgates are about to open.  “This data room is so comprehensive, I dare you to ask for follow up detail” you say to yourself, reassuringly, if not arrogantly.  The invites go out.  "This should keep 'em busy" you say, as you slide your laptop into your twill Filson briefcase and make your escape for the door.

You’re absolutely buzzing as you hit the streets, deciding to walk home to take advantage of the weather.  Airpods out of their case and into your ears, you scroll Spotify looking for a track representative of the work you’ve put in today. “no...” “no...” “no...” “bingo”, you say as the acoustic intro of Chop Suey by System of a Down begins to play in your head.  As a kid you found their music scary, but after seeing Rick Rubin talk about them on Joe Rogan’s podcast, you’re now obsessed.

The walk home is brief but glorious.  One more email check and then you're off to bag a bridge & tunneler at 13^th Step.  You open your phone to 62 emails of varying titles, all flagged as important:

“Hey received the invite but don’t see any folders?”

"Why am I getting hundreds of email notifications from IntraLinks?"

“Are the numbered folders supposed to be out of order or are some missing?”

"Working on a geography informed, aged based, revenue analysis by cohort and didn't see a schedule of employee astrological signs, can you provide in the data room?"

"Noticed org charts are password protected, can you reupload?"

“Didn’t see audited financials, is that coming?”

"MD told us we weren't moving forward, did something change? Just got invited to a data room?"

"Should we still be expecting access to the VDR tonight?"

“Thanks for the invite to the data room, what is the status of the QofE?”

"Was this intended for me?  We're not aware of Project BATTERY ACID"

"Beach house on Florida's Emerald Coast fetches $18.5mm, all cash.  Kitchen looks dated, no? Anyway, nice work on the data room"

“Can you please resend invite, accidentally perma-deleted!!”

“Can you please add these 12 people, they are aquatic animal specialists helping us evaluate this opportunity?”

“Can’t see anything, please advise!!”

"Who is [email protected] and why do they have access to the dataroom?"

Data Rooms are Paradise