Data room for raising co-investment from LPs
A co-investment raise offers LPs a direct share of one deal next to the fund, usually on a tight timetable set by the deal itself. The data room needs a concise deal pack, the SPV terms, the allocation policy and fast Q&A, with each LP able to see only its own allocation and documents.
Folder index
- 01 Deal summary Company, thesis, size, co-investment amount available, deadline.
- 02 Investment memo IC memo version prepared for co-investors.
- 03 Model Operating and returns model with cases.
- 04 Diligence reports Commercial, financial, legal and other reports, with reliance letter status.
- 05 Transaction documents Purchase agreement summary, financing terms.
- 06 SPV terms SPV LPA or operating agreement, fees, carry, governance, transfer rules.
- 07 Allocation and expenses Co-investment allocation policy, broken deal expense terms.
How this raise works
GPs offer co-investment when a deal needs more equity than the fund should hold, or to reward LPs who value lower-fee exposure. Co-investors are typically existing LPs with in-house teams able to decide in days or weeks, plus some family offices and co-investment funds. The co-investment usually goes through a special purpose vehicle with its own terms.
Co-investors review the investment memo, the model, key diligence reports (commercial, financial, legal) commissioned by the GP, the purchase agreement summary and the SPV terms: fees, carry, governance, transfer rights and how expenses are split. Many ask how broken deal costs are shared if the deal fails, a topic the SEC has also examined.
Allocation is sensitive. LPs want to know how co-investment is offered and to whom, and LPAs or side letters may grant priority rights to some LPs. A written allocation policy in the room, and a record of which LPs were offered what, protect the GP from fairness complaints.
Best data rooms for this raise
The 16 rooms re-ranked with this raise's weights. Raise workflow carries the most weight here.
- Investor tracking 24%
- Permission control 20%
- Raise workflow 25%
- Investor onboarding 18%
- Cost of a raise 13%
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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: DealRoom (7.1), SmartRoom (7.0), ShareVault (6.8), Venue by DFIN (6.3), Digify (6.0), DocSend (5.8)
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 Deal summaryCompany, thesis, size, co-investment amount available, deadline.
- 02 Investment memoIC memo version prepared for co-investors.
- 03 ModelOperating and returns model with cases.
- 04 Diligence reportsCommercial, financial, legal and other reports, with reliance letter status.
- 05 Transaction documentsPurchase agreement summary, financing terms.
- 06 SPV termsSPV LPA or operating agreement, fees, carry, governance, transfer rules.
- 07 Allocation and expensesCo-investment allocation policy, broken deal expense terms.
- 08 SubscriptionSPV subscription documents and eligibility forms.
- 09 Q&ACo-investor questions with answers visible to all offerees.
Features this raise needs
| Feature | Why | Ellty | iDeals | Datasite | Ansarada | Intralinks | SecureDocs |
|---|---|---|---|---|---|---|---|
| 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. | ||||||
| NDA e-sign step | Confidentiality terms an investor must accept in the room before folder one appears. | ||||||
| Dynamic watermarks | Stamps the reader and a timestamp over every page, so a PPM that leaks carries its source with it. | ||||||
| Investor activity log | A per-investor record of opens, pages and minutes, which tells the IR team who is in diligence and who stalled. |
Setting up the room
- 01
Prepare a co-investor pack in advance
Have the memo and model ready in a version for co-investors before the fund's IC, so LPs get the most time.
- 02
Publish the allocation policy
Put the written policy in the room and record every offer made, to whom and when.
- 03
Check report reliance
Confirm whether co-investors can rely on third-party diligence reports, and note it beside each report.
- 04
Run one Q&A for all offerees
Answers that matter to the deal go to every co-investor so no one decides on better information.
- 05
Sign SPV documents in the room
Collect subscriptions with e-signature to meet the signing date.
Common mistakes
- Offering co-investment informally by email with no record of who was offered what.
- Broken deal expenses charged to the fund only when co-investors were in the deal.
- Diligence reports shared without checking reliance terms.
- Giving co-investors too little time and then reallocating to the same few LPs.
Calculators for this raise
Or take the four-question quiz and check the raise checklist.
Questions and answers
What is a co-investment?
A direct investment in a single deal made by an LP alongside the GP's fund, usually through an SPV with lower or no management fee and carry.
How long do LPs have to decide on a co-investment?
Often a few days to a few weeks, set by the deal timetable. LPs with in-house teams and pre-agreed terms decide fastest.
Who pays broken deal costs for a co-investment?
It depends on the fund and SPV documents. Regulators and LPs expect the allocation to be disclosed and fair between the fund and co-investors.