PART 5: Get real insights from your VDR

Now your VDR is set-up, your process is going full steam ahead and you’ve answered more questions than you can count. You have started to narrow down bidders and you may even have a preferred bidder in mind. How do you ensure you are fully informed on everything your bidders are doing? Are you bringing the right bidders through to the next round? And, why do you keep getting caught out by unexpected questions?

Wouldn’t it be great if you could get on the front foot and pre-empt the topics your bidders might ask during negotiations instead of being caught unawares? There is a way, if you utilise the reporting system of a VDR properly you will be fully aware of every action each bidder takes and can use this information to start predicting their next move.

The reports we recommend you get familiar with are:

1.     Document and page level activity

This allows you to see where bidders are spending time, from the top-level folders down to the documents they are viewing and for real insight you can be more granular still and see which pages they are viewing and how long they are spending on each page. Why is this useful? Three reasons:

·      Call out the seasoned bidder: on more than one occasion the seasoned bidder has asked a junior to open up every document so the seller thinks they are interested. They simply want to get through to the next round and get access to more information. By looking at the page level report, you can ask the question, why haven’t you moved past page one when reviewing any documents? This ensures you are keeping the right bidders in the room to achieve the best possible price for your asset.

·      Find out where sticking points might be: is there one page that a bidder keeps coming back to, with various different people looking at it? If so, you might want to take a look at the page and figure out why, whatever it is, expect a question on it, either in the VDR or around the negotiating table and make sure you have the expert in the room to deal with it.

·      Prove disclosure and avoid post-deal litigation: everything is tracked in a VDR, from documents uploaded to page viewed. Should a buyer come back claiming something wasn’t disclosed in the VDR you can turn around and prove that document was uploaded, and you viewed the clause you are referencing 26 times over a 3-day period. Suddenly that claw back the buyer was looking for goes away very quickly.

2.      Bidder search terms

Every document in the VDR undergoes Optical Character Recognition (OCR) when uploaded making every word and phrase full searchable, saving everyone significant time if they are looking for specific clauses etc. This report allows you to see which words or phrases each bidder is searching for, when they are searching and how often they are searching. This gives you a quick heads up about what to expect questions on, you might even like to pre-empt some questions by providing information on what they are searching for.

These are just two of the reports that will give you real insight, there are a host more already within the VDR and if there is a report that you need but isn’t in there, our team will spend some time working with you to develop that report for you.

I hope you have found all of the tips in this series useful. This is the end of our best practice mini-series, however, as ever, if you have any feedback or if you have a project which we can help with, don’t hesitate to get in touch with me [email protected]