The data-room list
Every document a buyer will ask for, in eight folders, each with an owner. The plan fills it as it runs, so the diligence package is built before anyone asks for it.
The plan builds the data room
When a buyer gets serious, they ask for a data room: one organized place holding every document behind your numbers. Most owners build it in a panic. Here it fills up as you work, because every initiative in the plan produces a document a buyer will ask for.
How to read it. Each bar is one folder. The fill is the share of its documents the report already relies on; the rest the plan produces.
What goes in each folder
Tap a folder to see what it holds. The owner is the role responsible for filing it.
1. Corporate · Owner
Formation documents and S-election; cap table and shareholder agreements; minutes and consents; organization chart with tenure.
2. Financial · Finance
Three years of statements and tax returns; trailing-twelve-month P&L reconciled to the bank; add-back schedule with invoices; working-capital peg analysis; 13-week cash forecast; debt and lease schedules.
3. Customers and revenue · Account management
Billing export, 24 months; MRR bridge and cohort retention; top-20 customer schedule with contracts; contract templates and assignment clauses; churn by reason code; partner roster and residual schedule.
4. Carriers and cost of service · Network operations
Carrier agreements with rate decks; twelve months of carrier invoices; routing report against rate decks; number inventory reconciled to the carrier bill; unauthorized-use controls and loss log.
5. Regulatory · Finance
Robocall database filing and certification receipts; Form 499 filings and USAC invoices; CPNI certifications; state certificates; 911 configuration and test log; 10DLC registrations.
6. Platform and IP · Platform engineering
Source-code ownership and assignments; open-source bill of materials; architecture and release history; vendor and hosting contracts; escrow arrangements.
7. People · Owner
Employment agreements and non-solicits; compensation and commission plans; retention agreements; handover record.
8. Insurance and legal · Owner
Insurance schedule; litigation and claims history; regulatory correspondence.
Status is read from the provenance the report already holds: a document the engine already relies on at the document tier counts as present; one named by the plan or the diligence library and not yet in hand counts as to produce.
The quality-of-earnings file
A buyer’s accountants run a quality-of-earnings review: a test of whether the profit is real, recurring and correctly measured. The seller’s file should hold the answers before they ask. The add-back schedule is the first item.
- Revenue recognition on installations and equipment
- Deferred revenue roll-forward
- Bad-debt policy and write-offs
- Capitalized versus expensed development
- Related-party arrangements
- Accrued liabilities and PTO
- Telecom-tax and nexus review by state
- Owner compensation and personal expenses
- One-time items with invoices
The management presentation
The same evidence, in the order a buyer’s first meeting runs.
- The business in one page: what it sells, to whom, how it bills
- The book: MRR bridge, cohorts, concentration, term share
- The platform: ownership, architecture, roadmap
- The economics: service margin, carrier structure, overhead, cash conversion
- The team: who runs it, who stays, how they’re paid
- Regulatory standing: the gates, verified
- The plan, and what has landed in the trailing twelve months
- Three to five customer references, by segment
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