The runtime, end to end.
Six gates every deal passes, the 24 room capabilities your RFP scores, the bridge for the party that will not adopt, and what compounds after close.
1,391 docs re-hashed · bidders live same afternoon
01–06 · The six gates
Six gates every deal passes. Each one writes to the record.
01 · Seal
Eleven parties sign one set of rules. Then the room exists.
Incumbents configure permissions unilaterally. Here the rules are countersigned by every principal — no seal until everyone signs.
- Harbourway · buyer5 seats✓
- Meridian · seller2 seats✓
- Houlihan Lokeybanker✓
- Kirkland · buy counsel✓
- Paul Weiss · sell counsel✓
- R. Okafor · QofE✓
- CUSTODY
- neutral · envelope keys
- RENDER
- CIM render-only · no print
- AGENT
- per-party · no cross-vault
- EVIDENCE
- chain · RFC 3161 · WORM 7y
- AMEND
- both principals + banker
- EXIT
- bundle to every party
Top-10 = 41% of ARR. Two contracts carry change-of-control consent; schedule attached as DOC-1104.
| BIDDER | RECEIVES | TIMING |
|---|---|---|
| Harbourway | Full answer + customer names | NOW |
| BX Partners | Names redacted → Cust-03 codes | NOW |
| Argent | Redacted + concentration bands only | AT MP-2 |
| KKR | Full answer + customer names | NOW |
02 · Work
One answer fans out with per-bidder redactions.
Approve once; each bidder receives its own scoped version, each release its own receipt. No bidder learns another exists.
03 · Price
Disagreement is a first-class value.
Both numbers run side by side to the end — no merged cell, every edit keeps its history. The disputed $6.2M is $71M of price at 11.4×.
| ADJUSTMENT · $M | MGMT | QOFE | STATUS |
|---|---|---|---|
| Reported EBITDA | 41.2 | 41.2 | |
| Deferred revenue haircutEDITED | −2.4 | −2.8 | AGREED |
| Run-rate synergies | +6.0 | excluded | DISPUTED |
| TTM Adj. EBITDA | 44.1 | 37.9 | Δ 6.2 = $71M |
“Authorize a final bid up to $445M EV, on QofE-agreed EBITDA of $37.9M, RWI structure, no financing condition.”
- M. Chen · CIOFor
- D. Whitfield · PartnerFor
- S. Adeyemi · PartnerAgainst
“Cust-03 consent risk unpriced. I’d hold at $432M.” — recorded verbatim, permanently
04 · Decide
The ballot cites the evidence it was decided on.
Dissent is recorded verbatim, forever. “Who saw the consent risk” has an answer with a name on it.
05 · Close
The fraud window is closed before the wire moves.
Instructions are hash-frozen weeks before close — the swap-the-account attack has nothing to swap. Release takes two keys from two firms.
Funds
- Seller proceeds · Citi ····4471 ✓hash match$411.0M
- Escrow · Citibank N.A. ✓$18.0M
- Fees · 4 payees ✓$11.0M
Instructions immutable since 12 Jun
WIRE.RELEASE writes per payee
Release · two keys, two firms
- Fund CFO · HarbourwayAPPROVED 10:02
- Seller CFO · MeridianAPPROVED 10:11
$440.0M released · CLOSE.CONFIRM e9a2…41c8
Day 34: covenant headroom tracks the actual credit agreement; the 100-day plan traces to named DD issues. The record keeps going after the wire.
06 · Continue
Everyone else ends at close. The record doesn't.
The close becomes the capital call, the LP packet, the covenant tracker, the next deal’s precedent. Nothing re-keyed.
Table stakes
Everything the room already does.
Your RFP checklist, in your vocabulary — then the four rows at the bottom that no room can tick.
Migration in a day
1,391 docs re-hashed · bidders live same afternoon
Ingest & index
- ✓Bulk upload, drag-and-drop, FTP/S3 sync
- ✓Auto-index with stable document numbering
- ✓OCR on scans; full-text search room-wide
- ✓Folder templates by transaction type
- ✓Version control with side-by-side compare
- ✓Bulk metadata edit and re-index
Access & protection
- ✓Granular rights: view / print / download / save
- ✓Dynamic watermarking — user, time, session
- ✓Auto and manual redaction, per-audience sets
- ✓Document expiry and remote revoke
- ✓SSO (Okta, Entra, Ping), 2FA, IP allowlists
- ✓Secure viewer — no local copy, no cache
Q&A & workflow
- ✓Q&A with SME routing and approval chains
- ✓Bulk Q&A import/export to Excel
- ✓Per-bidder threads, priority and SLA clocks
- ✓DRL and CP trackers with owners and status
- ✓Staged release by milestone and round
- ✓Bulk invites and group permission templates
Analytics, archive & admin
- ✓Engagement analytics — time per doc, per user
- ✓Interest scoring and bidder heat over time
- ✓Alerts on first view, download, inactivity
- ✓Audit log export (Excel/PDF) for regulators
- ✓Closing archive delivered to every party
- ✓24/7 support, mobile viewer, offline archive
And then — the rows a room cannot tick
Rules countersigned by every principal, not set by one admin
An audit trail the other side can verify without our database
AI scoped by custody lease — every refusal on the record
The same record runs the fund and the company after close
| BIDDER | CIM TIME | PAGES | LAST SEEN | INTEREST |
|---|---|---|---|---|
| Harbourway | 4h 12m | 218 | 12m ago | |
| KKR | 3h 48m | 196 | 1h ago | |
| BX Partners | 1h 02m | 61 | 2d ago | |
| Argent | 18m | 14 | 6d ago |
The honest version of the feature
Same analytics your banker lives in — declared, not covert.
Engagement tracking is the feature sellers buy rooms for, and the one bidders quietly resent. Here what is measured is written into the constitution every party signed: read time, pages, downloads — nothing else, and they know it.
So the heat map survives contact with a dispute. A bidder cannot claim it was surveilled beyond the agreed terms, and the seller cannot be accused of running a black box.
How measurement gets recorded →Sell-side console
Run a five-bidder auction without five spreadsheets.
| BIDDER | NDA | BRIDGE |
|---|---|---|
| Harbourway | signed 04 Apr | IN ROOM · ISOLATED |
| BX Partners | signed 06 Apr | IN ROOM · ISOLATED |
| KKR | signed 05 Apr | IN ROOM · ISOLATED |
| Argent | signed 09 Apr | IN ROOM · ISOLATED |
| Stonebridge | declined | CLOSED |
- MP-1 · CIM v12 + management deckRELEASED ×5 · R1
- MP-2 · detailed financials + QofESTAGED · OPENS AT R2
- MP-3 · top-20 contractsFINALISTS · NAMES → CODES
- Cap table & option ledgerSEALED UNTIL SIGNING
Bidders never see each other — separate bridges, separate redaction hashes.
Nothing reaches a bidder without a release event. “What has KKR seen?” is a click.
The process letter is the configuration — hashed, countersigned, enforced.
Arrival · the email bridge
Your counterparty doesn’t have to adopt anything.
Every deal has one firm that won’t touch new software. They keep writing email — replies land on the record: DKIM-verified, matched to a seat, attachments sealed.
Outlook becomes a seat. And a mid-deal switch imports the old room in a day — re-hashed, receipted, bidders live the same afternoon.
Re: [Meridian] QA-0163 — indemnity caps
R. Feldman · Paul Weiss → deals@meridian.com
Cap at 12% of EV with a 0.75% deductible works for our side. Redline attached — see §8.2(b).
⎘ indemnity_redline_v4.docxNo portal invite · no password email
- Sender matched to seat — seller counselDKIM ✓
- Posted to QA-0163 · buyer team notifiedPOSTED
- Attachment sealed as DOC-1422 · redline vs v39d3a…77c1
- Tape event · visible to both principalsMAIL.INGEST
After the first deal
Your second deal starts half-done. By the tenth, it runs your playbook.
Day 1, deal 2
Kestrel starts 61% prepared
The DRL, QofE workplan, redaction sets, and 9 issue patterns load from your last deal before kickoff. Passed deals keep their reasons — queryable.
The raise
LP diligence in days, not months
DDQ answers cite the record; the LP verifies a sample bundle offline. ODD returned in 3 days.
The end, on purpose
Rooms end. Evidence doesn’t.
Bundles out, keys shredded, certificate signed: not recoverable by anyone, including us. Evidence stays 7 years.
Security package available
before the first call
SOC 2 Type II
ANNUAL · ON REQUEST
ISO 27001
ISMS CERTIFIED
RFC 3161 timestamping
THIRD-PARTY TSA
WORM object-lock
7-YEAR RETENTION
GDPR · DPA
EU/UK · SUBPROCESSORS
Okta · Entra · Ping
SAML · SCIM