The Pre-Sale Data Room — What to Build, in What Order
The data room is the single most important document deliverable in the entire pre-sale process. A complete, organized data room cuts diligence time in half, signals to buyers that the practice is professionally managed, and dramatically shortens the path from LOI to close.
Build it in this order:
1. Financial documents: Three years of monthly P&Ls, balance sheets, tax returns, bank statements, payroll registers, add-back schedule, provider-level productivity reports, payer-mix reports.
2. Corporate and legal: Operating agreement, bylaws, cap table, all employment and contractor agreements, restrictive covenants, key vendor contracts.
3. Compliance: Provider licensure, DEA registrations, malpractice certificates and claims history, HIPAA documentation, state board status, controlled substance prescribing protocols, telepsychiatry compliance documentation.
4. Operational: Organizational chart, job descriptions, lease documents, vendor contracts, EHR and PM system documentation, cybersecurity policies, operational KPIs.
5. Clinical: Provider rosters with credentials, clinical workflow documentation, quality metrics where available, controlled substance protocols, service-line documentation (TMS, Spravato).
6. Strategic: Growth plan, marketing and referral channel performance, recruiting pipeline, payer contract renewal schedule, expansion plans.
A real M&A advisor will provide a data room template and review every document for completeness and consistency before launch.
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