Data room review: what is in the room, what is stale and what rests on drafts

You are the associate on a buy-side team that has just been given access to the data room for Project Voltaic: the sale of 100% of Ironvale Digital Infrastructure, a US data center developer and operator, run by the banker Kingsmill & Co. The room holds 161 files in 13 folders, 35 of them in a clean-team folder your deal team cannot open. It is October 22, 2026.

Before anyone reads deeply, your job is to map the room. That means knowing what is there and how current it is, and which items on a standard due diligence request list the room cannot answer yet. This page takes that day-one review one step at a time, each step run in Compound. The answer at the end: the room covers every workstream, but its numbers stop at March 31, 2026, and the inputs that set the price rest on drafts and summaries.

A virtual data room (VDR) is the secure online site where a seller posts documents for buyers in an M&A process, usually on a platform such as Datasite, Intralinks or Ansarada. A due diligence request list, or checklist, is the buyer’s list of documents it expects to see, grouped by workstream: financial, commercial, legal, tax, HR, real estate and so on. Reviewing a data room means testing one against the other, and then asking for what is missing.

Ironvale Digital Infrastructure and Project Voltaic are fictional: the company and its data room are the open data room of PE Bench, published under CC-BY-4.0. Everything Compound produced on this page is real: the workbook and slide come from one Compound run on that room, quoted unedited apart from excerpts.

Data room index: 161 files, and how current each one is

The first step indexes every file in the room, folder by folder, and dates each one.

Compound’s Index tab gives each of the 161 files a row. This is the summary by folder.

More than half the files are current, but the current ones are mostly real estate reports, legal documents and the clean-team folder. The files that carry the numbers, in folders 02, 03 and 05, are mostly stale or historical.

Takeaway: the room looks full, so the question is which standard requests it actually answers.

Due diligence request list: 68 items checked against the room

The second step tests the room against a standard buy-side request list for a data center platform deal, item by item.

The Coverage tab has 68 lines in 13 workstreams. These six lines show the other statuses. The stale lines come in the next step.

Across all 68 items, 23 are fully present and 17 are partly there. The rest are stale (11), deferred to Phase II (7), clean team only (5), still in progress (3) or simply missing (2). Each partial or stale line says what would complete it, and each one the Q&A log already covers carries the question number. The log itself was last updated on July 8, 2026: 118 questions, 18 deferred and 6 declined to the clean team.

Takeaway: only about a third of the standard requests are fully answered, and the biggest group of gaps is not missing documents but old ones.

Stale cut-offs: the numbers stop at March 31, 2026

The third step looks at the dates, because a document can be present and still be six months old.

The latest financials are for the first quarter of FY26, to March 31, 2026. The rent roll, the billing data and the development schedule share that cut-off. Nothing newer replaces them: no reforecast, no FY26 board minutes and no covenant certificate after December 2025. A buyer pricing the business in October would be pricing it on a first-quarter view.

Takeaway: two quarters of numbers are missing, so the first request is the Q2 and Q3 FY26 financials and a rent roll at September 30, 2026.

The price inputs that rest on drafts and summaries

The fourth step checks what the documents behind the price are: final and signed, or drafts and summaries.

Three inputs set the price, and none of them is in final form in the room:

• The quality of earnings report is a sell-side draft dated May 30, 2026. Its Q1 FY26 cut-off testing and proof of cash are open, and so are the legal confirmations on debt-like items. It supports the seller’s FY25 adjusted EBITDA of $224.0M. The buy-side work on the financial due diligence page puts it at $206.9M.
• The executed leases control wherever the rent roll disagrees with them. Only outside advisers may read the three wholesale leases, so the deal team works from abstracts. The CIM example shows what the executed leases can change.
• The construction debt is referenced but not posted. The PHX II and ATL II facilities were drawn $420M, and the only compliance certificate is for the period to December 31, 2025.

Takeaway: the earnings, the contracted term and part of the debt are all on summaries or drafts, so the final QoE, clean-team access for advisers and the facility agreements go to the top of the request list.

What to read first in the data room

The fifth step ranks the documents a deal team should open first, so the reading starts where the valuation does.

The CIM comes first because every headline in the bid is anchored on it, and the draft QoE second because it bridges to adjusted EBITDA and proposes the working capital peg and debt-like items. Seven of the ten are aging or stale, which is why the reading list and the request list go out on the same day.

Takeaway: the reading order follows the valuation, and the gaps found along the way become the requests.

The first request list to the banker

The last step turns the gaps into a request list for the banker, ranked, with each line checked against the Q&A log for what has already been asked.

The list goes in through the room’s Q&A module, since the process letter routes every request there. The urgent requests follow the findings: the missing quarters, a rent roll at September 30, 2026, a reforecast, the PHX II status, the final QoE and clean-team designations for outside counsel and accountants. The high-priority requests behind them include the construction facility agreements, FY26 board minutes and the full RNO I ground lease, whose landlord must consent to a change of control.

Compound put the map on one slide for the deal team.

Once the room is current, the work moves on to testing it. The financial due diligence example retests the QoE against the primary records, and the CIM example ties the seller’s book to the room.

Takeaway: 23 requests go to the banker on day one, 7 of them urgent, and each says whether the Q&A log already covers it.

FAQ