How to add a records inventory folder to a bankruptcy sale data room
A bankruptcy sale data room should include a records inventory folder: one index listing each system, its years of history, approximate volumes, retention settings, export method and rights notes, plus dated privacy policies and key data clauses. Bidders can then price records instead of discounting them, and the same folder supports a separate SourceX licensing assessment.
When to build a records inventory folder
Build the folder when the virtual data room opens for the sale process, before first-round bids, and keep it current through the auction. A typical bankruptcy sale data room covers financials, contracts, employees and real estate. For a software, services or distribution debtor, bidders also need to know what history each system holds and whether it can leave with the business; without that, they discount the records to nothing or send the same question twenty times.
The folder belongs to the debtor's investment banker, built with the debtor's IT lead and reviewed by debtor's counsel. It earns its keep twice: it answers the records section of a bidder's 363 sale due diligence checklist, and if records end up excluded from the sale or offered on their own, it gives a licensee the facts it needs to price them.
Template 1: the folder index
Drop this index into the data room as its own top-level folder. Replace the braces with the debtor's details.
Template 2: one row of the records inventory
Use one row per system. Bidders compare rows side by side, so keep the wording consistent across systems.
Template 3: cover note for bidders
How to tailor the folder to the debtor
| Debtor type | Systems to list first | Rights notes bidders will ask about |
|---|---|---|
| B2B software | Code repositories, issue tracker, support desk, CRM, product analytics | Open-source licenses, customer data inside the product, contractor-written code |
| IT services or MSP | PSA and ticketing, remote monitoring logs, documentation wiki | Client environment data held under service contracts |
| Professional services | Document management, time and billing, engagement files | Client confidentiality and privilege |
| Logistics or distribution | TMS, WMS, ERP, carrier and customer portals | Customer shipment data and carrier contract limits |
| Franchisor | Franchise management system, learning platform, franchisee support desk | Franchisee-owned data; see franchisor records vs franchisee data |
| Healthcare administration | Billing, scheduling and claims tools | Protected health information, usually kept out of any sample |
Match the system list to the debtor's Schedule A/B intangibles entries so bidders do not find two different descriptions of the same asset.
Rights notes that save a week of questions
Write rights notes in plain sentences, one per system. Three issues come up most often.
Privacy promises. Bidders and licensees will ask whether the privacy policy ever changed, and how. FTC staff wrote in 2024 that adopting more permissive data practices, such as using data for AI training, through a surreptitious, retroactive change to terms or a privacy policy may be unfair or deceptive. Keep every dated version in the folder.
People outside the US. If any system holds personal data of people in the EU, say so. The GDPR can apply to organizations outside the EU that offer goods or services to, or monitor the behavior of, people there.
Client-owned material. Outsourcers, agencies and IT service providers often hold data that belongs to their clients. Label it as such; it is not the estate's to sell or license without consent.
This is general information, not legal, tax or financial advice. Have debtor's counsel review every rights note before it is posted.
When to update the folder
| Sale milestone | Folder update |
|---|---|
| Bid procedures motion filed | Publish the index and system rows; post privacy policy versions |
| NDA signed with a bidder | Grant folder access and log records questions in one tracker |
| First-round bids | Add export test results and any new rights findings |
| Stalking horse selected | Align the system schedule with the stalking horse purchase agreement |
| Bid deadline and auction | Freeze the folder and post a change log of every edit |
| Sale hearing | Confirm which systems transfer and which records the estate keeps |
| After closing | Move excluded-records rows into the estate's wind-down file |
What never goes in the records folder
- Customer, employee or patient records, email exports or chat logs: describe them, do not upload them.
- Admin credentials, API keys or recovery codes.
- Privileged material or litigation files.
- Unverified volume claims; mark every estimate as an estimate.
- From a partner introducing the estate to SourceX: promises of payment, reward amounts or records of any kind. Partners make the introduction and give basic fit information only.
Using the folder for a SourceX qualification
If records are excluded from the sale or offered separately, the folder already covers most of what a SourceX qualification asks for: system breadth, years of history, rights notes and who signs for the estate. SourceX looks for US companies with 50+ full-time employees at peak (contractors excluded), several years of documented operations, the right to license the records and an authorized sponsor, which in a bankruptcy means the trustee or debtor in possession acting with court approval. The who qualifies page sets out the baseline, and the company fit checker gives a quick, preliminary screen.
Debtor bankers who introduce an estate join as referral partners; the page on referral opportunities for M&A advisors explains the role. Any reward is a share of SourceX's fee, never deducted from what the estate receives, and it is paid only after the buyer pays and SourceX receives its fee. Check your engagement letter and retention order first, since compensation connected to an estate engagement may need disclosure or court approval.
Next step
Add the folder at the next data room refresh. If an estate you advise holds records worth licensing, register as a partner and make the introduction, or have the trustee or debtor apply at sourcex.si/apply.
- Step 1Share your linkSend your personal link to a company you know.
- Step 2Company appliesThe company applies itself at /apply.
- Step 3Buyer selects and paysThe buyer selects and pays for the data and SourceX receives its fee.
- Step 4You get your rewardYour share of SourceX fees becomes payable.
Common questions
Should a bankruptcy data room include sample records?
Usually not at the first stage. Field lists, schemas and export test results let bidders judge depth without exposing customer or employee information. If a finalist needs samples, debtor's counsel should approve the scope, the sample should be de-identified where it touches personal data, and access should sit behind the bidder's NDA and a clean team if the bidder competes with the debtor's customers.
Who should maintain the records inventory during the sale process?
The debtor's investment banker usually owns the folder, the IT lead or CIO supplies the system facts, and debtor's counsel reviews rights notes before anything is posted. Name one person to answer every records question so bidders receive consistent answers and the change log stays accurate through the auction and the sale hearing.
How precise do volume estimates need to be?
Order of magnitude is enough at first: number of tickets, deals, repositories or mailboxes, and the years covered. Mark every figure as an estimate with its date and method. Bidders care more about continuous history and linked outcomes, such as tickets with resolutions or quotes with won or lost status, than about exact counts.
Can the same records go to the buyer and be licensed to someone else?
Only if the deal documents allow it. A buyer that takes the records will usually expect to control them, and exclusive terms the estate granted earlier can narrow what the buyer may do. If the estate plans a separate license, put that in the bid procedures and in folder section 6 so bidders can price it.
What if the debtor's IT staff have already left?
Then the folder becomes urgent. Find out who still holds admin access, pause auto-deletion and confirm subscriptions are paid while exports are taken. A former employee retained as a consultant, the managed service provider or the vendor's support team can often help rebuild the system list. Record who supplied each fact so bidders know how reliable it is.
Related pages
- 363 sale due diligence checklist: the data and records questions bidders skip
- Franchisor bankruptcy: what happens to the system's records and franchisee data
- How to list data and records in the intangibles section of Schedule A/B
- Which US businesses are a fit for a SourceX data licensing introduction
- Check Company Fit for Data Licensing
- Referral opportunities for M&A advisors
Free resources
- EBITDA calculator — Reported and adjusted EBITDA from net income.
- MOIC calculator — Multiple on invested capital from realized and unrealized value.
- PDF bank statement to CSV converter — Turn Chase, Bank of America or Wells Fargo PDF statements into CSV, privately in your browser.
- All free tools · MCP resource center
By SourceX Partnerships Team · Published 2026-10-09 · Updated 2026-10-09
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