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A numbered index with a release stage on every line, and the UK and Canadian names for what buyers ask to see.
- Type
- Template
- Deal stage
- Preparation
- Use it
- At kick-off, before the first document is requested from the seller.
- Who
- The deal team, with the seller's finance lead.
Build the index first: it runs the whole preparation
Build the index before you ask for a single document. It becomes the seller's request list, the buyers' map and the reference every Q&A answer points to, so it should be settled before anyone outside the deal team sees it.
Where the two countries use different words for the same thing, both are given. Review period means the years of history you agree to show, set once at kick-off.
1Kick-off
Deal team
Sends the index to the seller as the request list, with one owner against every line.
2Preparation
Seller's finance lead
Fills the folders, flags gaps and anonymises what the first round should not see.
3Before first access
Seller's counsel
Confirms release settings, clean team rules and that every user is covered by a signed NDA.
4After indicative offers
Deal team
Opens first-round lines to invited bidders, and watches who reads what.
5After management meetings
Deal team
Opens final-round lines to the shortlist, and clean team lines to named people only.
6Signing
Seller's counsel
Fixes the index at a date, so both sides know what was disclosed.
Access widens in steps, and nothing sensitive opens before the shortlist
Read the map from left to right. Each folder shows how many of its lines a bidder can see at that point in the process, so you can answer the seller's first question, who sees what and when, on one page.
Exhibit 1
Nine folders and 49 lines: 11 open at first round, 35 at final round and 3 only to a clean team
Lines open to bidders at each step of the process. Project Harbour data room, as at sample date. 34 of 49 lines ready.
| Folder | First | Final | Clean |
|---|---|---|---|
| 1 Corporate and ownership | 2 | 3 | - |
| 2 Financial | 5 | 4 | 1 |
| 3 Tax | - | 5 | - |
| 4 Commercial | - | 5 | 2 |
| 5 People | 2 | 5 | - |
| 6 Property and assets | - | 3 | - |
| 7 IP, technology and data | - | 4 | - |
| 8 Legal, compliance and insurance | - | 5 | - |
| 9 Transaction | 2 | 1 | - |
| All folders | 11 | 35 | 3 |
| Folder | Ready | Preparation | Teaser and NDAs | CIM | Indicative offers | Management meetings | Final offers | Exclusivity | Signing |
|---|---|---|---|---|---|---|---|---|---|
| 1 Corporate and ownership | 4/5 | 2/5 | 5/5 | 5/5 | 5/5 | ||||
| 2 Financial | 7/10 | 5/9 | 9/9+1 | 9/9+1 | 9/9+1 | ||||
| 3 Tax | 4/5 | 5/5 | 5/5 | 5/5 | |||||
| 4 Commercial | 3/7 | 5/5+2 | 5/5+2 | 5/5+2 | |||||
| 5 People | 5/7 | 2/7 | 7/7 | 7/7 | 7/7 | ||||
| 6 Property and assets | 2/3 | 3/3 | 3/3 | 3/3 | |||||
| 7 IP, technology and data | 3/4 | 4/4 | 4/4 | 4/4 | |||||
| 8 Legal, compliance and insurance | 4/5 | 5/5 | 5/5 | 5/5 | |||||
| 9 Transaction | 2/3 | 2/3 | 3/3 | 3/3 | 3/3 | ||||
| All folders | 34/49 | 0 | 0 | 0 | 0 | 11 | 46+3 | 46+3 | 46+3 |
Note: Ready counts lines marked Live or Not applicable in the index below. +n marks lines open only to a clean team, on top of the bidder count.
Note: Timing varies by mandate. In the UK and Ireland, half of sale processes took 6 to 12 months and 80% took under 12, per our deal market study.
Source: Sample data. Project Harbour and every company, customer and vendor shown are invented. Counts are computed from the index on this page.
The same schedule has three versions, decided before upload
Release stages only work if the document exists in the right form. Plan the anonymised version when you set the release, because a customer list that goes up unredacted cannot be taken back.
Exhibit 2
Access to the same customer schedule widens in three steps, and names stay out until the clean team
Largest customers, Project Harbour, FY26A. £m unless stated. Year ended 30 June 2026.
First round
Index 2.5
Every bidder invited forward
| Customer | Revenue | Share | Term to | Margin |
|---|---|---|---|---|
| Customer A | 8.4 | 14.0% | ||
| Customer B | 6.6 | 11.0% | ||
| Customer C | 4.8 | 8.0% |
Final round
Index 4.1
The shortlist
| Customer | Revenue | Share | Term to | Margin |
|---|---|---|---|---|
| Customer A | 8.4 | 14.0% | Dec-27 | |
| Customer B | 6.6 | 11.0% | Jun-27 | |
| Customer C | 4.8 | 8.0% | Mar-28 |
Clean team
Index 2.10
Named people or outside advisers at a competing buyer
| Customer | Revenue | Share | Term to | Margin |
|---|---|---|---|---|
| Full name | 8.4 | 14.0% | Dec-27 | 21.0% |
| Full name | 6.6 | 11.0% | Jun-27 | 18.5% |
| Full name | 4.8 | 8.0% | Mar-28 | 24.0% |
Note: Share is of FY26A revenue of £60.0m. The anonymisation key stays with the deal team, outside the data room.
Source: Sample data. Project Harbour and every company, customer and vendor shown are invented.
The index, filled in for a sample mandate
Sample mandate, part way through preparation. The copied version keeps every line and leaves Owner and Status empty for your deal.
Project Harbour data room index
| Ref | Document | Release | UK | Canada | Owner | Status |
|---|---|---|---|---|---|---|
| 1 Corporate and ownership | ||||||
| 1.1 | Group structure chart and capitalisation table | First round | Finance lead | Live | ||
| 1.2 | Constitutional documents | First round | Certificate of incorporation, articles of association | Articles of incorporation, by-laws | Company secretary | Live |
| 1.3 | Statutory records | Final round | Statutory registers, PSC details, Companies House filings | Minute book, securities register, register of individuals with significant control | Company secretary | Live |
| 1.4 | Shareholder agreements and share plans | Final round | Shareholders' agreement, option plans including any EMI scheme | Shareholder agreement or unanimous shareholder agreement, option plans | Seller's counsel | Received |
| 1.5 | Board and shareholder minutes for the review period | Final round | Company secretary | Live | ||
| 2 Financial | ||||||
| 2.1 | Annual accounts for the review period | First round | Statutory accounts under FRS 102 or IFRS | Financial statements under ASPE or IFRS, showing audit, review or compilation | Finance lead | Live |
| 2.2 | Monthly management accounts, with year to date against budget | First round | Finance lead | Live | ||
| 2.3 | Adjusted EBITDA bridge, with support for each adjustment | First round | Finance lead | Live | ||
| 2.4 | Budget and forecast, with assumptions | First round | Finance lead | Live | ||
| 2.5 | Revenue by customer, product and country, anonymised | First round | Finance lead | Live | ||
| 2.6 | Monthly working capital, aged debtors and aged creditors | Final round | Finance lead | Received | ||
| 2.7 | Net debt and debt-like items: borrowings, leases, deferred income, overdue tax | Final round | Finance lead | Received | ||
| 2.8 | Bank facilities, security and covenant compliance | Final round | Finance lead | Live | ||
| 2.9 | Vendor due diligence reports | Final round | Deal team | Not applicable | ||
| 2.10 | Revenue and margin by named customer | Clean team | Finance lead | Received | ||
| 3 Tax | ||||||
| 3.1 | Corporate tax returns and computations | Final round | CT600 returns and computations | T2 returns and notices of assessment | Tax adviser | Live |
| 3.2 | Sales tax returns | Final round | VAT returns | GST/HST returns, plus QST in Quebec | Tax adviser | Live |
| 3.3 | Payroll taxes | Final round | PAYE and National Insurance records | Payroll remittances and T4 summaries | Tax adviser | Live |
| 3.4 | Incentive and relief claims | Final round | R&D relief claims | SR&ED claims and provincial credits | Tax adviser | Received |
| 3.5 | Correspondence, enquiries and audits | Final round | HMRC | CRA, and Revenu Québec where relevant | Tax adviser | Live |
| 4 Commercial | ||||||
| 4.1 | Largest customer contracts, anonymised | Final round | Seller's counsel | Received | ||
| 4.2 | Price and margin by customer | Clean team | Finance lead | Requested | ||
| 4.3 | Largest supplier contracts | Final round | Operations lead | Live | ||
| 4.4 | Pipeline and order book, anonymised | Final round | Operations lead | Live | ||
| 4.5 | Schedule of change of control clauses: customers, suppliers, landlords, lenders | Final round | Seller's counsel | Requested | ||
| 4.6 | Agency, distribution and reseller agreements | Final round | Seller's counsel | Live | ||
| 4.7 | Unredacted customer contracts | Clean team | Seller's counsel | Requested | ||
| 5 People | ||||||
| 5.1 | Organisation chart by role | First round | HR lead | Live | ||
| 5.2 | Anonymised census: role, start date, pay, bonus, location | First round | HR lead | Live | ||
| 5.3 | Senior management contracts | Final round | HR lead | Received | ||
| 5.4 | Standard terms of employment and staff handbook | Final round | HR lead | Live | ||
| 5.5 | Pensions and benefits | Final round | Workplace pension and auto-enrolment records | Pension plan or group RRSP, benefits plan | HR lead | Live |
| 5.6 | Contractors and their status | Final round | Off-payroll working (IR35) position | Independent contractor agreements and status review | HR lead | Requested |
| 5.7 | Employment claims and disputes | Final round | Employment tribunal claims | Employment standards, human rights and workers' compensation claims | Seller's counsel | Live |
| 6 Property and assets | ||||||
| 6.1 | Property schedule, leases and title | Final round | Operations lead | Live | ||
| 6.2 | Fixed asset register and capital spending plan | Final round | Finance lead | Live | ||
| 6.3 | Environmental, health and safety records | Final round | Operations lead | Received | ||
| 7 IP, technology and data | ||||||
| 7.1 | IP schedule: registered rights, domain names, chain of ownership | Final round | Seller's counsel | Live | ||
| 7.2 | Key systems and software licences | Final round | IT lead | Live | ||
| 7.3 | Privacy policies and records | Final round | UK GDPR records, ICO registration, impact assessments | PIPEDA policies, privacy officer, Quebec impact assessments where relevant | Seller's counsel | Requested |
| 7.4 | Security incidents and breach reports | Final round | IT lead | Live | ||
| 8 Legal, compliance and insurance | ||||||
| 8.1 | Litigation and claims schedule | Final round | Seller's counsel | Live | ||
| 8.2 | Licences and permits, and what happens to each on a sale | Final round | Seller's counsel | Received | ||
| 8.3 | Insurance schedule and claims history | Final round | Finance lead | Live | ||
| 8.4 | Anti-bribery, sanctions and other compliance policies | Final round | Seller's counsel | Live | ||
| 8.5 | Related-party arrangements | Final round | Finance lead | Live | ||
| 9 Transaction | ||||||
| 9.1 | Teaser, CIM and process letter | First round | Deal team | Live | ||
| 9.2 | Q&A log | First round | Deal team | Live | ||
| 9.3 | Draft sale agreement and disclosure | Final round | Seller's counsel | Requested | ||
- First round
- Bidders invited forward on their indicative offers.
- Final round
- The shortlist, after management meetings.
- Clean team
- Named people at a competing buyer, or its outside advisers.
Each column, and how it goes wrong
| Column | What goes in it | Example | How it goes wrong |
|---|---|---|---|
| Ref | A fixed number. Q&A answers and the disclosure list point to it. | 4.5 | Renumbering after buyers enter, which breaks every reference in the log. |
| Document | What belongs on this line, in terms the seller's team will recognise. | Schedule of change of control clauses | A generic label like Contracts, which turns one request into a week of questions. |
| Release | The first group allowed to see this line. | Final round | Setting it at upload, when the pressure is on and nobody reads the document. |
| UK | The local name for the document, for a UK company. | CT600 returns and computations | Assuming a Canadian seller's team knows what a UK term means, or the reverse. |
| Canada | The local name for the document, for a Canadian company. | T2 returns and notices of assessment | Forgetting provincial items such as QST or Quebec impact assessments. |
| Owner | One named person who will produce it. | Finance lead | Naming a department. A line with no single owner does not get done. |
| Status | Requested, Received, Live or Not applicable. | Received | Treating Received as finished, when it still needs review and anonymising. |
Six rules that keep it clean
- 1
Send it at kick-off.
The index is the seller's request list. With an owner against each line, it also tells you where preparation stands.
- 2
Freeze the numbers before buyers arrive.
Q&A answers and the disclosure list point to these references. Add new items at the end of a folder and never renumber.
- 3
Set the release before the document arrives.
Decide who sees each line now. Deciding at upload, late at night, is how a customer price list reaches a competitor.
- 4
Anonymise before upload.
Customer and employee names, pay and home addresses come out of the first-round version. Keep the key with the deal team, outside the data room.
- 5
Explain every gap.
Mark a line not applicable and say why. A buyer reads an empty folder as a question.
- 6
Log every change.
Date, document and who uploaded it. Near signing, counsel will want the index fixed at a date. How it is then used depends on the sale agreement, so agree that early. This template is not legal advice.
How good teams still get this wrong
| The mistake | What it costs | Do this instead |
|---|---|---|
| Opening everything to every bidder. | The seller's most sensitive data sits with parties who may never bid. | Stage the release, and keep the clean team for what competitors must not see. |
| Uploading as documents arrive. | Personal data and customer names go live unreviewed, and cannot be recalled. | Nothing goes live until someone has read it against its release stage. |
| Starting the index after the CIM. | Preparation runs late, and gaps surface in front of bidders. | Start at kick-off, and run the index alongside the CIM. |
| Ignoring who is reading what. | You miss the signal when a bidder stops reading, or only reads one folder. | Review activity weekly, and use it in your calls with bidders. |
| One copy of a sensitive schedule. | You cannot stage what exists in only one form. | Plan each version when you set the release, and name them clearly. |