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Data room terms / Deal process

Process letter

The short version

A letter sent by the seller's adviser to bidders that sets the rules and deadlines of a sale process, including what an offer must contain and how questions are handled.

How it plays out on a deal

Process letters spell out the bid date, the required content of an offer, contact rules, and often the rules for using the data room and submitting questions. A second-round letter normally adds a markup deadline for the draft purchase agreement.

A well run room mirrors the letter. Question limits and deadlines can be enforced in the Q&A tool, the bid instructions can sit in a clearly labeled folder, and final offers can be uploaded into a private drop folder that only the sell-side team can open.

What to check in a review or demo

  1. 1Whether the Q&A tool supports a cut-off date and per bidder question limits.
  2. 2Whether bidders can upload files into a folder that other bidders cannot see.
  3. 3Whether notices can be pushed to all bidder groups at once with a record of delivery.

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Where this comes up on Data Room Review