1 Making the Most of a Virtual Data Room to Complete Your Transaction Mark Aiello 27 April, 2010
2 Who is RR Donnelley? Regulatory Expertise Largest filer of SEDAR and EDGAR more than 85,000 filings each year Market leader in XBRL filings Strong client education programs for regulatory guidance Size and Strength More than 145 years in operation global locations in more than 40 countries Nearly 160 manufacturing facilities Ranked 240 in the 2010 Fortune 500 US $9.9 billion in 2009 net sales Technology Platform Invested over $1.8 billion over the last 5 years More than 800 issued and emerging patents State-of-the-art, single-source composition system E-solutions, including Venue virtual data rooms, help clients meet evolving regulatory demands
3 Who is RR Donnelley? Canadian Presence 1500 employees in Canada Service centers in Montreal, Toronto, Calgary and Vancouver Print And Distribution Networked, multiple-location print platform (175+ locations) Award-winning color print platform for complex annual reports Largest distributor of print in the US, mailing over 22 billion pieces of mail annually Dynamic, variable digital print and fulfillment capabilities for custom mailings Translations Access to 1,000 accredited in-country linguists Under strict confidentiality agreements with subject matter expertise Supporting more than 140 languages Available 24/7/365 Outsourcing Judgment-dependent outsourcing services Long-term partnerships to transform your business Achieve business results while reducing capital requirements
4 Recognizing the Need for a Virtual Data Room Limited Resources to manage documents and user population Security and chain of custody concerns Company Policies preventing outsiders from accessing company assets
5 Recognizing the Need for a Virtual Data Room Lag Time locating documents stored physically Version Control difficulties Inability to Track user activity No Help Desk or user support v1? v2 v6? vrn? V??
6 Selecting a Virtual Data Room Partner Do they understand security? Do they have third-party security credentials? Do they have regulatory and deal expertise? Is the technology robust? Are there any downloads or plug-ins required? Is it intuitive, easy to use? Does it offer granular access control? Can you get detailed tracking and audit reports? Are they able to invest/involve their feature set?
7 Selecting a Virtual Data Room Partner What kind of customer support do they offer? Are they available 24/7/365? Is their service team experienced with transactions and regulatory issues? Do they offer dedicated managers for your deal? What is the scope of work they will do for you? Do they ever outsource their customer service? Do they provide services beyond a virtual data room? Printing, filing, XBRL, etc.? Translations? Outsourcing? Legal review?
8 Executing the Deal Who runs the room? The management of a VDR will usually involve several point people, both internal and external When do you need to set up the room? Although the VDR is often an afterthought, it is in your best interest to begin readying your VDR sooner than you think you should: In-House: Paralegal Admin BEFORE your attention becomes too consumed with managing logistics to effectively focus on the deal Advisor: Analyst More than 1 1 Fewer than 5 Counsel BEFORE you start sharing information and/or granting access to outside parties
9 Executing the Deal What materials need to be organized? The documents you may need to upload to your VDR may include, but are not limited to: Who identifies them? You can rely on two groups to help you organize the documents you need: Corporate Records Financials Your ADVISOR/BANKER can guide you Employee Matters Marketing, Sales & Operations Legal Matters IP Your VDR PROVIDER has sample data room indices, and precedent lists, and should be able to assist you in assembling your documents
10 Executing the Deal How will Q&A be managed? The Q&A process can involve significant coordination of both written response and conference discussion How can a VDR make it easier? Many provide an integrated interface as an easy alternative to and Excel: The INVESTMENT BANKER typically manages this process Questions are sent from interested parties Collect questions from all parties Compile into an excel document Send to subject matter experts Coordinate conference discussion answers back to group The Administrator chooses to approve and send them on to subject matter experts (SMEs) or to send them back to the inquiring party for more clarity The SMEs write their answers and send them back to the Administrator who has the option to post the answers privately, or to publish them to the room to be viewed by everyone
11 Executing the Deal What reports should be reviewed? In a VDR, all reviewer activity is captured in real-time, giving you access to granular detail about who has viewed what documents, when, for how long, and how often. Which reports you will/should view will depend on the nature of your deal: How often have groups accessed the room? Which documents are most often viewed? Negotiated sales/ipos are more collaborative Other deals M&A, etc. are often more contentious Which documents have not been viewed?
12 Executing the Deal Have you planned for the unexpected? Some virtual data room providers can facilitate other parts of your deal, something that can be enormously helpful in making the process as easy, and headache-free as possible Do you have bidding groups from other countries? Does your deal require any SEDAR, EDGAR, or stock exchange filings? Can all of your document review be done virtually? Pick up and delivery in key markets around the world? Does your legal team need assistance? Document Translation Filings Physical Data Rooms Local/Global Presence Legal Document Review
13 Executing the Deal What happens after the deal? Now you are completely organized! Many consider the act of running a virtual data room a valuable exercise for the future management of business information. After spending all of that time and effort assembling all of your business documents, it often makes sense to maintain the room, which can then be used for: Post-merger integration Management of a new subsidiary When a sale changes gears and turns into an IPO, or vice versa Corporate repository, or internal collaborative workspace To be ready for the next deal that comes OR Create an offline archive on DVD
14 Venue Virtual Data Room Easy Set-Up No downloads or plug-ins required. Accepts all file types. Intuitive Interface Built off of the Microsoft platform, with same familiar file/folder structure. Icon-based functionality for easy implementation and adaptation. Robust Feature-set Google Search integrated for fast, accurate document queries. Bulk document management features, one-click activity reporting, and integrated Q&A speed the process. Top-level Security SAS 70 Type II-compliant; undergo annual third-party evaluation and testing Exceptional Service Access to other Business Services 24/7/365 service, with a dedicated project manager; all service team members are full-time RR Donnelley employees no client support is outsourced Services including Translations, XBRL, EDGAR, and typesetting etc., each accessible through Venue
15 Venue: Feature Highlight Login Page Secure login takes user to
16 Venue: Feature Highlight Hub Page the list of all accessible projects
17 Venue: Feature Highlight Index Creation A flexible folder structure can accommodate the details of any deal With our Excel template, index creation is fast and easy
18 Venue: Feature Highlight Document Library Document library provides project foundation, allowing you to easily navigate to key documents Familiar Windows Folder/File design Recent activities section highlight actions since your last login Post upcoming deadlines in the announcements section
19 Venue: Feature Highlight User Rights The ability to see tabs, menus and documents can be customized for each user You control what users see, all the way down to document level permissioning
20 Venue: Feature Highlight User Rights Checks and Balances in the system prevent confusion by ensuring permission conflicts cannot occur when folders and files are moved Venue s icon-based display makes the process of permissioning users much faster, while also giving more control to the workspace owner. Icons eliminate the need to remember what different user roles are able to do. When permission changes are made to subfolders and files, the system will make sure that the parent folders also have access Venue s Smart Cascade feature maintains No Access permissioning on folders you don t want users to see when you update or expand access to parent folder(s)
21 Venue: Feature Highlight User Associations Execute invitations, run accurate reports, and make sense of Q&A activity by creating groups of groups as they relate to the deal, while still customizing security and access by group. This feature is helpful when groups have to be split up due to unique permissioning of certain users within a group.
22 Venue: Feature Highlight Google Search Google s patented search algorithms go beyond the standard Boolean search, providing the fastest, most relevant results in the industry Restrict search returns by language over 25 languages recognized file type, or date uploaded Results generate root word and synonym alternatives to your search term Results are displayed in Google.com s universally familiar format
23 Venue: Feature Highlight Google Search Spell check offers Did you mean options for misspelled words Advanced Boolean capabilities allow for more control, with the NOT field able to accept multiple terms for exclusion in the search results.
24 Venue: Feature Highlight One-Click Reports One-click reports utilize default settings that instantaneously create a graphic report with just a single click from the reports tab Other built-in reports include: Documents Accessed by Group/User; Documents Uploaded; User Access History; Permissions Changes; Permissions Matrix; Invitation Status; All User Activity; and Q&A Summary. Available One-click Reports: Recent Group Activity a thirty-day snapshot of user activity Login History By Group a thirty-day history of all users accessing a particular project Top 20 Documents a list of the top twenty most commonly viewed documents in the past thirty days
25 Venue: Feature Highlight One-Click Reports Once a one-click report has been generated, users can further filter the data being displayed. ALL reports can be filtered by one or more of the Filter Criteria. Reports can be shown in chart or table format, or both. Easily export to either PDF or Excel.
26 Venue: Feature Highlight Q&A Speed the deal process with centralized Q&A. Easily and efficiently track, monitor, and send questions to subject experts.
27 Venue: Feature Highlight Bulk Save Bulk save lets you download multiple folders and documents at once, saving you valuable time Maintain the integrity of your file/folder names and structure as you save them to your desktop
28 Venue: Feature Highlight Bulk Print Bulk print lets you print multiple documents to multiple printers, an industry leading innovation Our bulk print feature does not create one massive PDF or TIFF file to send to the printer(s), which saves time and avoids printer malfunctions. We are the only system in the market that maintains the integrity of each document s page count during a bulk-print job, even when it is sent to multiple printers.
29 Venue: Feature Highlight Project Calendar Project calendar can note important milestones in the campaign.
30 Venue: Feature Highlight Document Security Secure viewer presents fully encrypted and watermarked documents with a footer identifier tied back to the document index