Carve-out
data room checklist.

Sets the clock: proposal deadline, exclusivity, diligence window and signing target. Makes your timetable the official one.

Tells every party what unlocks at each stage, so requests for more get one consistent answer.

Defines what a proposal must state (price, consideration mix, funding, conditions) so offers are comparable and weak ones declare themselves.

Confidentiality, no-reliance and forward-looking-statement language that protects the seller.

A structured session answers most stage-2 questions once, for every bidder.

Short narrative for the first management call; the pack carries the detail.

What the business is, what's being sold, and why it matters to an acquirer, stated without overclaiming.

One reconciled revenue figure with a stated taxonomy and as-of date. Inconsistent numbers across documents are the fastest way to lose credibility.

Buyers value on trend; showing it (with the reasons behind any decline) beats having it found in diligence.

Low concentration supports value; high concentration gets priced in. Either way they'll ask.

Buyers can't value the business without the cost base. State the margin basis explicitly.

The full picture, including cash and runway, reserved for a committed buyer.

Deferred revenue often becomes a price adjustment; know the number and its unwind.

If price depends on retention, agree the baseline period and definitions before signing.

Scale, growth and reliability evidence that doesn't depend on commercial data.

Retention is what an acquirer is buying. Correct for survivorship bias, or diligence will do it for you.

Shows the quality of the book without breaching customer confidentiality before consents.

Lets bidders rebuild retention and concentration themselves; reconcile it to the headline figure before release.

Shows contract quality and renewal risk without naming customers.

Separates deliberate repricing, activation churn and competitive losses.

Owned audience, search and domains transfer with the business; quantify them with sources.

Buyers need to know a deal can actually be approved: thresholds, drag, preferences in plain words.

Lets a serious bidder firm up price and structure without the full cap table yet.

The legal points a buyer relies on most: sale/drag thresholds, preference and conversion mechanics, verified verbatim.

Needed to build the funds flow; get consent before naming any holder who requires it.

Explains the core technical asset at a level that survives later technical diligence.

The buyer must end up owning the IP; gaps in assignment are a classic late-stage blocker.

In a carve-out, define exactly what stays behind and any licences between the parties.

Makes the perimeter concrete for the buyer's engineers.

In a carve-out, ambiguity about scope stalls every later conversation.

Confirms the approvals, share issuances and restructurings were done properly.

Disclosed risks get priced; undisclosed ones become warranty claims.

Assignment and change-of-control clauses decide which customers need consent to transfer.

Contracts with confidentiality or consent clauses can block sharing or transfer; plan it, ranked by revenue and difficulty.

Shows the cost base is real and transferable, and what the buyer inherits.

Buyers price retention and redundancy; share once there's a signed LOI.

Only claim what's current; lapsed certifications found in diligence cost trust.

Shows the buyer how customers and systems move without churn.

Carve-outs usually need the seller to keep providing some services for a period.