The CIM makes claims. The data room is where a buyer checks them. A complete, well-organized data room shortens diligence, and it signals something on its own: this seller keeps records, and there are unlikely to be surprises.
Requirements vary by deal and by lender, so treat what follows as a starting list, not a legal standard.
Financial
- Business tax returns, usually the last three years.
- Profit and loss statements and balance sheets for the same years, plus year to date.
- The recast worksheet, with support for each add-back.
- Bank statements and merchant processing statements, when a lender asks for them.
- Accounts receivable and payable aging.
- A schedule of any debt and what will be paid off at closing.
Legal and corporate
- Formation documents and proof of good standing.
- The lease, every amendment, and any renewal or assignment terms.
- Franchise agreement and disclosure document, if it is a franchise.
- Licenses and permits, and whether each one transfers.
- Material contracts with customers and suppliers.
- Insurance policies and loss history.
Operations and people
- An equipment list with age, condition and any liens.
- Inventory count and how it is valued.
- An organization chart with roles, tenure and pay, with names withheld early on.
- Written procedures, training materials and vendor lists.
- Sales by customer or category, enough to test concentration.
Organize it the way a buyer asks
Buyers do not ask for "folder seven." They ask a question that came up while reading: what is behind this add-back, what does the lease say about assignment. The most useful data rooms attach each document to the claim it supports, so the answer sits next to the question.
Name files plainly, date them, and remove duplicates. If two versions of a statement exist, a buyer will find the difference and want to know why.
Stage the release
Not everything belongs in the room on day one. Employee names, customer identities, supplier pricing and anything a competitor could use are normally held until an offer is accepted. Say so in the index, so the buyer knows the item exists and when they will get it.
This article is general information for brokers and sellers. It is not legal, tax, or financial advice, and practice varies by deal, lender, and state.