1. Pre-Close Data Harvesting Rules to Avoid Gun-Jumping

2. Objective
Integration leads require additional data to create integration plans
Work streams request data to be “harvested”
Acquirer and Acquired Co. legal teams determine if the data requested is
Non-Sensitive: OK for integration team to review
Sensitive: giving a business a competitive advantage or influence
All requests are considered and data is retrieved, if possible
Data is placed into a Virtual Data Room (VDR)
Integration Team folder, for Non-Sensitive data
Clean Team folder and Legal Only folder for Sensitive data
As we get near to closing the deal, data will get declassified

3. Process Flow Data already in Integration Team area of VDR? Finished
Yes
Finished No
Work Stream requests data using Smartsheet
Placed into Integration Team area of VDR
Legal defines data as Sensitive?
Acq. Co. Point of Contact assigned to find or create data No
Yes
Data needs to be created. Acquired Co. resource constraints: declines creating data
Escalation process
Acquirer team escalates issue?
Yes
Places into VDR, Clean Team folder for later access
Acquired Co. Point of Contact assigned to find data
Places into VDR, Legal Only folder for Day 1 access
Yes

4. Tool We’re Using for Requests
Using online spreadsheet from Smartsheet
Available to multiple users at same time. One True Source
Everyone to get an account to log in
Very Excel-like
With added features: adding files, comments, sharing, prompting colleagues for updates to a row of information
Will be offering training in Smartsheet
Lots of videos on YouTube to assist
Help document on our process is being created
Contact PRITCHETT if you have access issues

5. How to Submit Data Requests
Changes to fields are made by
Requester (when entering a request, adding files)
Team members (when making comments)
Legal teams (after assessing a request)
Acquired Co. staff (after a file is uploaded)
I've found DD data requests to be a source of frustration for the IMO teams, due to the delays in getting the data - and then it may not be what they're looking for.
Requesters either 
Ask early for more than they may need. A Just In Case collection of requests
Ask last minute when they have a new idea or find a gap in their initial requests
Acquirer and Acquired Co. Legal teams both get the requests at the same time.
lets us see where the weakest (slowest ) link is, as the demands upon these teams and available resources will be different.
If one team is slower, we can point it out to executives for them to decide if/how to improve the speed.

6. Virtual Data Room Folders hold info for each stream Data requests
Project files
Synergy tracking data
Access
Each member has access to own work stream folder and the IMO folder

7. Weekly Data Harvesting Meetings
Legal & IMO will review requests and approve
IMO holds weekly meeting with Legal teams to review data requests
Slated for Wednesdays
Submit your requests by Tuesday close of business to be considered in this meeting
Due COB
Mon
Tues
Wed
Thur
Fri
Team Leads submit requests
IMO meeting w/Legal
Legal reviews requests
Acquired Co. responses
IMO monitors responses
Key Events

8. Escalation Scenarios Data Needs to be Created By Acquired Co.
Declared “Sensitive” by Acquired Co.
Mitigation Options:
Depending upon the criticality. Team may
Clarify the importance
“Horse Trade” other requests to create bandwidth
Mitigation Steps:
Request specific questions to be answered
Legal teams to sign off on requests
Store data responses in a file
Request meeting to resolve
Legal team to agree the agenda in advance
Escalate to Integration Manager
Escalate to EVP

9. Escalation 1: Ask Specific Questions
If you are not given access to a document
Because some of the content is sensitive, ask specific questions that you want answered
Questions should be written in a Word document
Create a new request in the Data Request Smartsheet
In Detailed Description field add the text “See attached file”
Add the file to that row

10. Escalation 2: Meeting Request
Request meeting in a Smartsheet
Must include meeting agenda
Attach a file with the agenda to the row that has the request
IMO and Legal seek the meeting
Stick to just the agreed agenda
Be aware of HSR restrictions
Legal team not attending meeting
I've found DD data requests to be a source of frustration for the IMO teams, due to the delays in getting the data - and then it may not be what they're looking for.
Requesters either 
Ask early for more than they may need. A Just In Case collection of requests
Ask last minute when they have a new idea or find a gap in their initial requests
Acquirer and Acquired Co. Legal teams both get the requests at the same time.
lets us see where the weakest (slowest ) link is, as the demands upon these teams and available resources will be different.
If one team is slower, we can point it out to executives for them to decide if/how to improve the speed.

11. General FAQs What is considered Sensitive Data?
Generally it is information that can affect the business of Acquired Co. if the acquisition were to not take place
What do I do if someone s me the data?
This is a violation of HRC rules
Copy and paste the into a Word document
Place it into your xyz folder
Reply to the to tell the contact what you’ve done
What if I have issues accessing Smartsheet or xyz?
Contact PRITCHETT

12. Acquired Co. - Specific FAQs
How do the Acquired Co. staff know who or where to send their data to?
Send to Point Of Contact (POC) - the Acquired Co. team has access
What if only part of the data is available?
Give what you can ASAP, with a readme doc that explains why only part is available

13. Currently Working with Legal
Getting signoff of the process from Acquired Co.
Identification of Acquired Co. Point Of Contact and backup POC,
Who will actually collect and upload the files
Accessing DD VDR data
identify broad swaths of data that is not sensitive at all, e.g. Sales revenues, Manufacturing numbers or Pre-Deal org charts.
Could work with both Legal teams side-by-side for a day or two, to establish a workflow, establish trust, and form a relationship.
This technique is useful when a team is working on something and forgot to request specific data. They're in a road block until the data comes in. They can speed the process up by asking a specific question
If so, we'd need to log the question and create a file with the question and the answer (so we have an audit trail)
This process can be abused