Ask an Investor: What should I put into my data room?

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Once you’ve had a few great meetings with a VC, you’re likely going to get a request from them to access your data room. For some first-time founders, this request can catch you off guard. You’ve built a detailed pitch deck and been transparent during all your conversations – what’s left before the legal diligence?

Data rooms are both a summary of the information you’ve presented throughout your fundraising process and the central point for data-heavy documents. Investors can quickly validate your market size (ACV/ARPU multiplied by the total number of potential customers), but cohort retention and customer acquisition costs across multiple channels require a bit more analysis. You’ll likely include high-level stats during your pitch deck, but you’re not going to leave time for investors to work through the data during your conversations. Keeping the raw data in the data room allows investors to work through those spreadsheets on their own time.

Most VC firms will have a typical checklist of diligence requests, but they also try to minimize the burden they put on founders. If you include the below in your data room, you’ll cover 99% of data room requests.

Product-market fit

  • User engagement, ARR and logo waterfall, quick ratio, empirical LTVs and retention cohorts, NPS (Net Promoter Score)

Capital efficiency

  • BVP efficiency score, SaaS magic number, gross margin
  • Rep attainment, funnel conversion rates, CAC payback

Modelling

  • Monthly P&L
  • Cash forecast and use of funds

Product

  • Roadmap, estimated time to completion, defensibility/IP along those dimensions

Team and culture

  • Headcount (FTE – Full Time Equivalent), org chart, near-term hires, ESOP, 2-3 references per founder
  • Demographic breakdown of employees, code of conduct, employee NPS, voluntary/involuntary terminations

Ownership documents

  • Pre-raise cap table, option pool and any granted employee stock options

Commercial

  • Competitive landscape, regulatory environment, GTM strategy
  • Customer ARR and historical upsell
  • Customer pipeline

Note that not all will apply depending on your stage and sector! Your data room will get heavier as your company progresses, but demonstrating that you have a handle on all these aspects of your business is always important.

Christian’s Take:

Christian Lassonde

While I agree with the contents of the data room. I’m going to disagree with giving investors access to it until you have a signed term sheet. Once a term sheet is signed, you should, of course, be providing access to your data room. You’ll likely also be getting a checklist from your lead investors and may need to re-organize elements of your data room to better align with the list.

However, before you sign a term sheet, I’m generally against giving access to a data-room based on a simple request for it. This is because luke-warm investors, who are more interested in becoming educated on your sector than investing in you, will happily dig through your data, find the one piece of contrary data, then come up with a generalized “we looked through your data room and don’t see a fit with our investment criteria” decline. Some firms don’t even bother looking through the data room is use it as a generalized excuse to pass, assuming they even return emails.

I find a better approach to engage investors is to meter out the contents of your data room as requested. Once a request for data-room access comes in, reply with a polite “what exactly are you looking for, and we will happily send it to you.” If it’s cohort analysis, send them that, if it’s a financial model or customer pipeline, likewise. Use ever request as an opportunity to engage and sell the investor on your company.

There are exceptions to every rule. If a firm digs in and refuses to move forward without data room access, don’t die on that beach. Likewise, if you are very late in the term sheet negotiation process and your lead wants a sneak peek, give it to them. My advice is not to rush and provide access to your data room at the first request.

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Sarah Marion

Sarah Marion

Sarah Marion is an Associate at iNovia, a full-stack venture capital firm that partners with audacious founders to build enduring technology companies. iNovia manages $500M across three funds, and holds offices in Montreal, Toronto, San Francisco, and London. For more information, visit inovia.vc