Data room for non-traded BDC fundraising
A non-traded BDC raises continuously from individual investors through broker-dealers and wealth platforms, so its data room serves the firms that sell it as much as the investors. It holds the prospectus or PPM, the latest NAV and distribution data, the portfolio and credit quality, debt and asset coverage, and the due diligence pack each distribution partner reviews.
- 70%Minimum share of total assets a BDC must hold in eligible assets when making new investments
- 150%Lowest asset coverage a BDC may run at after approving the reduced limit (200% otherwise)
Folder index
- 01 Product summary Fact sheet, NAV per share by class, distribution rate and sources.
- 02 Offering documents Prospectus or PPM, supplements, subscription documents by class.
- 03 Portfolio Holdings summary, industry mix, first lien share, non-accruals.
- 04 Credit record Adviser's historic loan performance, defaults and recoveries.
- 05 Debt and liquidity Asset coverage ratio, credit facilities, repurchase program terms and history.
- 06 Valuation Valuation policy, third-party valuation provider, board oversight.
- 07 Fees Base management and incentive fee terms, expense support, worked examples.
How this raise works
A business development company is a closed-end fund that elects BDC status under the Investment Company Act and invests mainly in US private or small public companies, mostly through loans. It must keep at least 70 percent of its total assets in eligible assets when it makes new investments, and it may borrow down to 150 percent asset coverage if it has approved the lower limit, instead of the standard 200 percent. Most also elect tax treatment as a regulated investment company and distribute most of their income.
Non-traded BDCs are either public offerings registered with the SEC and sold through broker-dealers, or private BDCs sold under Reg D to accredited investors, often institutions and high net worth clients. Both raise on a rolling basis, with share repurchases offered periodically, commonly through quarterly tender offers capped as a share of outstanding shares.
Distribution partners run detailed reviews before signing a selling agreement: the adviser's credit record, valuation, fee structure, liquidity program, conflicts and compliance. Wealth platform due diligence teams then monitor the product monthly. A data room with a stable index and current monthly data shortens those reviews and the onboarding of each new selling firm.
Best data rooms for this raise
The 16 rooms re-ranked with this raise's weights. Investor tracking carries the most weight here.
- Investor tracking 23%
- Permission control 21%
- Raise workflow 22%
- Investor onboarding 20%
- Cost of a raise 14%
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Full deal room with AI, a listed price and a 14-day free trial.
Price $149 a month Trial 14-day free trial Features 8 of 12 listed -
Long-running M&A platform with layered permissions and fast support.
Price Priced on request Trial Free trial available Features 9 of 12 listed -
Bank-grade platform for large processes, with AI and a mobile app.
Price Priced on request Trial Demo on request Features 10 of 12 listed -
Deal room with AI and readiness tools for preparing a process.
Price Priced on request Trial Free trial available Features 8 of 12 listed -
One of the oldest deal rooms, common on bank-led transactions.
Price Priced on request Trial Demo on request Features 8 of 12 listed -
Simple flat-rate deal room with signing and Q&A.
Price $250 a month Trial Free trial available Features 8 of 12 listed -
Easy, reliable deal room favored by mid-market advisers.
Price Priced on request Trial Free trial available Features 7 of 12 listed -
Content cloud with watermarks and signing, priced per user.
Price $15 a user a month Trial Free trial available Features 9 of 12 listed -
Deal room with a listed monthly price and an open API.
Price $299 a month Trial Free trial available Features 7 of 12 listed -
European deal room strong in real estate, with AI features.
Price Priced on request Trial Demo on request Features 8 of 12 listed
Places 11 to 16: SmartRoom (7.0), DealRoom (7.0), ShareVault (6.8), Venue by DFIN (6.5), Digify (6.1), DocSend (5.9)
Folder index for the room
A starting index for this raise. Number the folders so the order survives exports and investors can cite them in questions.
- 01 Product summaryFact sheet, NAV per share by class, distribution rate and sources.
- 02 Offering documentsProspectus or PPM, supplements, subscription documents by class.
- 03 PortfolioHoldings summary, industry mix, first lien share, non-accruals.
- 04 Credit recordAdviser's historic loan performance, defaults and recoveries.
- 05 Debt and liquidityAsset coverage ratio, credit facilities, repurchase program terms and history.
- 06 ValuationValuation policy, third-party valuation provider, board oversight.
- 07 FeesBase management and incentive fee terms, expense support, worked examples.
- 08 Regulatory filingsRecent periodic reports and BDC election documents.
- 09 Distribution due diligenceDDQ for selling firms, conflicts and allocation policy, compliance.
- 10 Selling firm foldersPer-firm selling agreements, approvals and questions.
Features this raise needs
| Feature | Why | Ellty | iDeals | Datasite | Ansarada | Intralinks | SecureDocs |
|---|---|---|---|---|---|---|---|
| Investor activity log | A per-investor record of opens, pages and minutes, which tells the IR team who is in diligence and who stalled. | ||||||
| Q&A module | LPs and lead investors post questions on a file; the deal team routes each one, drafts a reply and decides who sees it. | ||||||
| Drag-and-drop folders | An entire numbered folder tree goes up in a single drop, structure intact. | ||||||
| SSO for your team | Staff on the issuer side log in with the company identity provider rather than a separate password. | ||||||
| Dynamic watermarks | Stamps the reader and a timestamp over every page, so a PPM that leaks carries its source with it. |
Setting up the room
- 01
Publish monthly data on a fixed day
NAV, distributions and portfolio stats should update on the same schedule each month.
- 02
Show asset coverage clearly
Give the current ratio, the limit that applies and how much headroom the BDC has.
- 03
Explain distribution sources
Show how much of each distribution came from net investment income versus other sources.
- 04
Give each selling firm a folder
Keep agreements, approvals and that firm's questions together and away from other firms.
- 05
Keep the repurchase history
List each tender offer with requests, amounts repurchased and any proration.
Common mistakes
- Distribution rate shown without its sources.
- Asset coverage reported without stating whether the 150 or 200 percent limit applies.
- Repurchase program described as liquidity with no history of proration.
- Old prospectus supplements left next to current ones without labels.
Calculators for this raise
Or take the four-question quiz and check the raise checklist.
Questions and answers
What is a non-traded BDC?
A business development company whose shares are not listed on an exchange. It raises capital continuously and offers limited liquidity through periodic repurchases.
How much can a BDC borrow?
A BDC must meet an asset coverage test of 200 percent, or 150 percent if it has approved the reduced requirement under the Investment Company Act, which allows roughly two dollars of debt per dollar of equity at the lower limit.
Who reviews a BDC before it is sold to clients?
Broker-dealers and wealth platforms run due diligence on the adviser, portfolio, valuation, fees, liquidity and compliance before signing a selling agreement, then monitor it on an ongoing basis.