A deal team taking a sponsor bid to its investment committee this quarter is not short of data. The room is open, every rival bidder is inside it, and the partner who has to vote wants to know which numbers in the paper are settled and which are still moving. That is a different question from what more could be learned, and it is the question the calendar actually asks.
We read the "Background of the Merger" section of 14 definitive merger proxies covering sponsor deals signed between March 2025 and February 2026, and dated 2 events in each: the first transfer of nonpublic diligence material to the eventual buyer, and the signature on a binding merger agreement. The 14 are MeridianLink, PROS, Dayforce, Hologic, Heidrick, Jamf, Enhabit, Couchbase, Olo, Verint, AvidXchange, Walgreens, Premier and Dun & Bradstreet. The binding constraint on a compressed commercial diligence is evidence convergence, not data access, so the work before IC is to give every thesis variable a convergence horizon and price the ones that have none.
Access to an open data room is not what buyers compete for
In Jamf's 2025 process, 15 signed parties, 10 financial sponsors and 5 strategic companies, held access to the data room and the board-approved bidder projections, and the filing states the rule plainly: each counterparty was granted access on the day it signed. At PROS Holdings every party then under a nondisclosure agreement received the room on a single date. At AvidXchange 6 bidders had access the day after the process letter went out.
The grant is not uniformly generous. A seller can withhold nonpublic information before any room exists, and the price of entry is a bid: Jamf twice declined a sponsor's request in June 2023 and told it to submit an indication of interest instead. Once the room is open, no bidder in these 14 processes is recorded being kept out of it.
Measured from each buyer's own confidentiality agreement to its first dated grant of diligence access, the interval runs from 0 days at Jamf to 375 days at Verint. 13 of the 14 rows are measurable, all but Couchbase, whose filing dates no grant. 8 of the 13 exceed 4 weeks, all but Jamf, PROS, Dun & Bradstreet, MeridianLink and AvidXchange. Enhabit's proxy dates no access at all for 2 parties that signed and opened only certain portions of the room to a third before later granting it the full room, so sequencing is the seller's to set. Whatever is scarce in a compressed diligence, it is not the data.
The buyers themselves price the remaining decision at about a month
Across 11 sponsor processes, 13 bidders asked for exclusivity before signing, 1 first ask each, counting a week as 7 days and a deadline from the day it was asked: 2 days at PROS, 5 at Enhabit, 7 at Dun & Bradstreet, 7 and 28 at Olo, 28 at MeridianLink, 28 and 30 at Couchbase, 30 each at Dayforce, Verint, Walgreens and Denny's, and 45 at Heidrick, so the median is 28 days and the mode 30, at 5 of the 13. 10 of the 11 processes are in our 14, all but Denny's, and the 12 asks inside them hold the median at 28 and the mode at 30.
At Couchbase a sponsor asked for its 30 days to complete confirmatory diligence and enter into definitive agreements. The ask is a month, and an ask to finish rather than to start.
At Olo a bidder put its own convergence horizon in writing, undertaking to complete confirmatory diligence within 7 days. At Dun & Bradstreet a bidder cut its 7-day ask to 4 the next day. Extensions come in days: Dayforce's buyer asked to extend an executed 20-business-day period by 10.
Asks are not grants. Of the 5 exclusivity windows these 14 filings record as executed, 3 are shorter than the same bidder's own first ask, at Couchbase, Heidrick and Dayforce, and 1, at PROS, is shorter by a day. The window that produced Couchbase's $24.50 per share agreement was 5 days long. Sellers are not the constraint here either: 1 seller's second-round process letter in 2026 required bidders to confirm that signing would not be subject to further diligence.
The window runs from 35 to 223 days and tracks nothing about the deal
The shortest window in our sample was 35 days at PROS Holdings, where the buyer said it had completed all diligence and asked for exclusivity expiring at 9:29 a.m. on the following Monday, 2 days out. The longest ran 223 days at Walgreens Boots Alliance, where the buyer told the seller its business diligence was substantially complete 33 days before signature. The median is about 12 weeks and the spread from shortest to longest is 6.4x.
Size does not buy time. A take-private the filing says needs approximately $12.3 billion of funds was signed on 41 days of data-room access, while the approximately $18.8 billion one took 223 days, of which the buyer's own business diligence accounted for the first 190. The 2 shortest first asks in the whole set, at PROS and Enhabit, came from winning bidders.
Across 14 sponsor-led take-privates and public acquisitions signed between March 2025 and February 2026, buyers had 35 to 223 days of access and asked to decide in 28.
Source: Lunon analysis of definitive merger proxy statements (form DEFM14A), SEC EDGAR.
The exhibit measures calendar, not effort. Both ends are dated facts, and each window is a floor, because management calls and diligence sessions do not open it. Across the 10 of our 14 that disclose a quantified ask, all but Hologic, Jamf, AvidXchange and Premier, that ask is roughly a third of the median access window: a buyer with 12 weeks of access chooses to decide in 4.
The variables with no convergence horizon set the price anyway
Thoma Bravo opened on Verint at $30.00 a share in November 2024 and 8 months later put a letter of intent at $19.50 to $20.50. On August 21 the buyer told the seller its investment committee had not completed its work and would meet again the next day. Late on August 22 it demanded $19.50 and gave 4 reasons. 3 were diligence findings: greater integration risk, metrics below expectation, and difficulty analyzing Verint's financial data.
The 4th was declines in valuations in the sector, which no data room contains and no further week of access would have settled. The seller did not answer it with evidence either: the board judged the rationale, countered at $20.50 and signed there. Across 286 days from the opening letter, 93 of them with the data room open, the number fell 32 percent.
The long end of the sample behaves the same way. Dun & Bradstreet's buyer had 193 days, and 163 days in its written price was still a range of $10.50 to $11.00, contingent on a concurrent divestiture the seller rejected as too much execution risk. Having told the seller its diligence was complete, the buyer moved its number 4 times in 2 days, up to $8.90, and the deal signed at $9.15, the figure a rival had put in writing 2 days earlier.
The owner of the asset cannot close the market question either
A sponsor took SailPoint private in August 2022 in a transaction valued at approximately $6.3 billion and was still its controlling owner 885 days later, when the company filed to re-list. That filing states that the growth of its market is difficult to predict, that its market-opportunity estimate assumes every company in each cohort subscribes at the level of existing customers, and that even if the market meets the estimate there is no assurance the business grows at a similar rate or at all.
29 months of ownership, full books and an audited record did not retire the market question, and the owner will not underwrite its own forecast in a filing signed under liability. No 4-week window was ever going to. Financing is worse, because it is not observable at the cadence a decision runs on: bank lending standards are published once a quarter, and the July 2026 survey reports standards on commercial and industrial loans basically unchanged over the second quarter while its annual July questions put current levels in every other category at the tighter end of their range since 2005.
The exit is further out still. At the current pace, clearing existing private-equity inventory would take a near-record 9 years on PwC's own published reading, so the multiple that decides the return will be set by conditions nobody has observed yet. Researching it harder in week 3 produces a paragraph, not an answer.
Federal law already defines the deliverable as a decision record
The calendar after signature does not belong to the deal team. The Hart-Scott-Rodino initial waiting period is 15 or 30 days, and the same 30 days can govern an open-market stock purchase by an individual and a multi-billion-dollar merger of competitors; parties may not close until it passes or early termination is granted. The 2024 rule adds an estimated 68 hours and about $39,644 per filing to preparing one.
What that filing demands settles the shape of the diligence. Item 4(c) of the form requires all studies, surveys, analyses and reports prepared to evaluate the acquisition with respect to market shares, competition, competitors, markets and potential for sales growth, and Item 4(d) sweeps in confidential information memoranda and advisers' market analyses. That is a decision document about markets and competition, not a research archive.
The cost of getting it wrong is now explicit. The United States has asked a court to impose a $250,000,000 civil penalty on a single sponsor group over incomplete premerger filings across at least 16 transactions since at least 2021, alleging required documents omitted for at least 10 deals and altered before submission in at least 8. In 1 of those the omitted document was the investment committee report. The judgment is proposed and unentered: the comment period is open and entry turns on the court's own public-interest finding.
Every thesis variable gets a convergence horizon before the research starts
The discipline fits on a single page and is written before the work starts, not after it. Every variable in the thesis gets a convergence horizon and a ruling, and the ruling decides where the calendar goes. 3 classes cover every variable we have had to rule on.
Converged before the room opened. Contract pricing, cohort retention and customer concentration are settled by evidence already sitting in the room. They are confirmatory, and a week of senior attention closes them.
Converging inside the window. Retention under a price increase, pipeline quality and the cost to serve the largest accounts move with additional evidence. These earn the bulk of the window, because 3 more weeks genuinely changes the answer.
No convergence horizon at any length. The sector multiple at exit, the competitive response and financing conditions when the asset is sold are in no data room. The only honest treatments are a price, a structure or a walk-away.
The IC paper is a register of convergence horizons
What compresses a diligence is not faster research. It is the classification, written down, so the committee reads 3 lists instead of a single undifferentiated pile: what is settled, what is still moving, and what will never settle at any window length. The first list is evidence, the second is where the calendar goes, and the third is a number the buyer chooses.
Good deal teams already work this way under pressure and then write the result up as though everything had been researched. Put the convergence horizon in the paper instead, variable by variable. A buyer that says which questions it has decided to price rather than research holds a defensible record of its decision, which is also the document the law asks for.
Start with the decision in front of you.
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