Carve-Out Data Room Guide (2026): Sale Perimeter, TSA Schedules, and Day-1 Separation

Last updated: July 2026

I'm Sean Yu, co-founder of Peony, a data room platform used in M&A by 6,800+ customers. Carve-outs are the deals where the data room does double duty. In a normal sale, the room describes a company that already exists — it has its own financials, its own contracts, its own IT. In a carve-out, the room has to describe a business that has never existed on its own. The unit you are selling shares systems, staff, contracts, and cost allocations with a parent that is keeping most of them. So the data room is not just the buyer's window into the asset — it is the seller's workbench for pulling that asset out.

Buyers know this, which is why carve-out diligence is harder than any other kind. They are diligencing a business that has never run standalone, so they ask two questions no ordinary room answers: what does this unit actually cost to operate on its own, and how do we keep it running on Day 1 when the parent's ERP, payroll, and email are no longer ours? The seller's job is to have both answers documented before the first bidder logs in — not improvised over email once exclusivity starts.

The macro backdrop favors sellers who prepare. Bain's 2026 M&A Report estimated global deal value surged 40% in 2025, to an estimated $4.9 trillion, and 7% in volume, and when the same report surveyed dealmakers on trade-policy uncertainty, 70% said that the policies would not affect their divestiture plans — divestiture pipelines have stayed resilient. But resilience at the market level is not readiness at the deal level, and the readiness gap is where value leaks.

Quick answer: A carve-out needs two rooms, not one. A perimeter-scoped sale room holds what bidders diligence — the CIM, carve-out financials, in-scope contracts, and aggregate HR data. A separation room holds what the deal team runs the transaction on — TSA schedule drafts, the entanglement map, the Day-1 runbook, and the stranded-cost model. Most first-time sellers build only the sale room and run the second over email. Both rooms can live on one subscription with granular permissions walling them apart.

What is a carve-out data room, and how is it different from a standard M&A data room?

A carve-out data room documents a business that has never existed on its own. That single fact drives every difference from a standard M&A data room. A normal room describes a whole company with its own audited financials, its own contracts signed in its own name, and its own IT estate. A carve-out room has to draw a perimeter through a parent that shares systems, staff, contracts, and cost allocations with the unit being sold — and then convince a buyer that everything inside the perimeter can be lifted out and run independently.

That entanglement creates problems a standard room simply does not have. The unit has no standalone financials, because the parent ran its accounting, its payroll, and its procurement centrally and allocated the cost. Its "own" contracts are often the parent's contracts, covering the divested unit alongside businesses the parent is keeping. Its IT is a slice of the parent's cloud tenancy, its HR data sits in the parent's HRIS, and its facilities may be a floor in a building the parent still owns. None of this shows up cleanly in a folder tree unless someone deliberately draws the line first.

There is also a confidentiality problem that runs in the opposite direction from a normal deal. In a whole-company sale, the risk is the buyer over-sharing. In a carve-out, the constant risk is that the parent's confidential data — pricing with retained divisions, group-level contract terms, employee data for people who are not transferring — bleeds into the room the buyer is reading. Preventing that bleed is a first-class job of a carve-out room, and it is why perimeter definition comes before uploading a single document. The rest of this guide walks the two-room architecture, the sale-perimeter trichotomy, the TSA documentation pack, carve-out financials, IT separation, and the European overlay — then the honest provider and cost picture.

Why does a carve-out need two rooms, not one?

Because a carve-out is one deal that runs on two very different bodies of information, and mixing them leaks value and confidentiality at the same time. One is what bidders need to value and diligence the asset — a sale document set. The other is what the deal team needs to actually separate the asset from the parent: TSA schedules, entanglement maps, Day-1 runbooks — a separation document set. Serving both from a single flat room forces you to either over-expose the separation detail to every bidder or under-document it and improvise over email. Both are expensive.

The separation room is the one first-time sellers skip. They build a clean sale room, run the auction, sign — and then discover that the TSA schedules were never properly drafted, the shared-services inventory lived in three analysts' spreadsheets, and the Day-1 runbook does not exist. The separation then happens under time pressure, post-signing, which is exactly when leverage has shifted to the buyer and the parent is trying to release its people back to the retained business.

The scale of separation content also varies enormously. A single-unit divestiture like the Apollo Funds Yahoo carve-out from Verizon Media (closed September 2021; approximately $5 billion; Verizon retained 10 percent) runs one separation workstream. A restructure like the Walgreens Sycamore deal (closed August 28 2025) split Walgreens Boots Alliance into five standalone operating companies (Walgreens, Boots Group, Shields Health Solutions, CareCentrix, VillageMD per the Sycamore announcement) — five carve-out workstreams inside one transaction, each needing its own perimeter, its own TSA pack, and its own Day-1 plan. The more workstreams, the more the separation room earns its keep as a structured, permissioned space rather than an email thread.

The wall between the two rooms is not a separate product — it is permissions. On Peony, granular permissions and visitor groups let one subscription host both: the bidder pool sees the sale room, while the deal team and the winning bidder's separation team see the TSA schedules and the Day-1 detail. The same mechanic runs walls inside the separation room too — the winning buyer's IT-separation team can be scoped to the full IT inventory while its HR-integration team sees only the employee-and-comp data, so the seller controls exactly which workstream sees which documents. That is the same workstream wall a clean team relies on for competitively sensitive data.

The clean-team tier. In a competitive auction — especially when a bidder is a competitor — some data is too sensitive to show the bidder's deal team even under NDA: customer-level pricing, detailed cost-to-serve, forward pipeline. The standard antitrust answer is a clean team. Per antitrust counsel guidance (Mintz): "Clean teams consist of employees of the buyer and the seller who are not involved in competitive decision-making," and "a clean team can exchange competitively sensitive information and set limits on the exchanged information that can be shared with 'non-clean' members," with disclosing parties allowing that information to be shared outside the clean team "only after information has been aggregated or redacted and reviewed for antitrust purposes." In the room, that wall is not a separate module — it is a permissioned room or visitor group only cleared reviewers can open, with everyone else seeing the aggregated or redacted output. Peony does clean-team tiering with permissions and separate rooms, not a bolt-on module.

How do you define the sale perimeter in the data room?

You define the perimeter first, before any document is uploaded, by classifying everything into three buckets: in-scope, shared, and parent-only. In-scope assets, contracts, and data convey with the transaction and belong in the sale room. Parent-only items — the retained businesses' contracts, group-level financials, employee files for people who are not transferring — never enter the bidder room at all. Shared items are the hard middle: a master agreement that covers the divested unit alongside retained businesses, a group insurance policy, a consolidated software license, a lease for a building with both the unit and the parent in it. These have to be redacted to the unit's portion before they go anywhere near a bidder.

The single most common carve-out data-room failure is uploading a shared contract whole. A master services agreement negotiated at the group level often contains the pricing and terms the parent gets across all its divisions. Drop that into the bidder room unredacted and you have just shown a buyer — possibly a competitor — the parent's confidential pricing with businesses it is keeping. This is not a hypothetical; it is the pain every first-time carve-out seller describes: parent-confidential data keeps bleeding into the room on every run through the document set, because nobody drew the perimeter before the analysts started uploading.

Preventing the bleed is a workflow, not a one-time cleanup. Every shared document runs through redaction to strip retained-business terms and any personal data; then permissions do the second layer, restricting competitively sensitive material to the deal team and clean-team reviewers rather than the full bidder pool. On Peony, AI-assisted redaction removes retained-business pricing and PII before sharing, NDA gates keep the whole room behind a signed agreement, and dynamic watermarks embed each viewer's identity into every page so a leaked screenshot traces back to a person. The perimeter is only as good as the discipline that maintains it as new documents arrive through the deal.

What documents go in a carve-out data room?

A carve-out data room spans roughly ten workstreams, and the discipline is knowing which room each belongs in. The table below is the working checklist — the sale-room items are what bidders diligence, and the separation-room items are what the deal team runs the transaction on.

The sale room answers "what am I buying and what is it worth." The separation room answers "how do I run it on Day 1 and how do we untangle it from the parent." A checklist that mixes the two — dropping TSA schedules and named-employee data into the general bidder view — is how sellers over-expose separation detail and leak the parent's cost-to-serve. Keep the perimeter clean and let permissions carry the wall.

How do you document the TSA in the data room?

You document the TSA as a set of schedules organized by function, each schedule specifying four things: the service description, the service level, the duration, and the charge basis. The transition services agreement is the contract that keeps the parent providing shared services to the carved-out unit after close, and its schedules are where the real work lives. A schedule for "Payroll" states exactly what the parent will run (payroll processing for X employees across Y jurisdictions), at what service level (pay runs on the existing cadence, with defined support response times), for how long (a stated term with defined extension mechanics), and at what price (typically cost-plus, with the allocation basis spelled out). Repeat that for IT, finance, HR, facilities, procurement, and telecom, and the schedule pack becomes the operational spine of the separation.

Duration. Law-firm carve-out guidance puts a typical TSA at roughly 6 to 18 months — as one practitioner primer frames it, "without a clearly defined timeline (usually 6 - 18 months), your business could seem like an unwanted ex-partner that the parent company can't get rid of" (Mondaq). That is the general envelope, not a ceiling. Full shared-services carve-outs are typically scoped at 18 to 24 months at cost-plus pricing, with IT the schedule that outlives everything else: the parent's ERP, payroll, and telecom contracts take longest to unwind, so the buyer expects 18 to 24 months of shared-services support (IT, HR, finance, real estate, procurement) rather than a short window. A TSA scoped at only 6 to 12 months, or one that excludes the ERP or payroll, forces the buyer to stand up parallel systems on Day 1. The reconciliation to hold in your head: general services run about 6 to 18 months, and the full shared-services tail runs 18 to 24 with IT last to exit. For the buyer-side view of carve-out diligence — the four make-or-break failure modes and how they weight the deal — see our private-equity due diligence guide.

Exit charges and scope-creep control. Two mechanics protect the seller. First, exit terms: because the parent wants its people and systems back, TSAs commonly build in step-up pricing or premiums on extensions so the buyer is incentivized to exit on schedule rather than let the arrangement drift. Second, scope control: the schedule must fix what is in and out, because the classic failure is the buyer treating the TSA as an open-ended managed-services contract and the parent quietly absorbing new requests. Document each service tightly, price extensions explicitly, and the TSA stops being a source of post-close friction.

The prepared-seller case is not abstract. Per EY's Global Corporate Divestment Study, 78% of companies say they continue to hold onto assets too long, and 79% say their most recent divestment did not meet price expectations — a pattern that maps directly onto sellers who go to market before the separation is documented. A clean TSA schedule pack, sitting in the separation room from the first day of the process, is one of the cheapest ways to move a deal off that curve.

Buyers want standalone financials the unit never had — what do you do?

You build a carve-out financials bridge — a reconstructed standalone P&L for a unit that never filed one. The parent ran accounting, treasury, HR, and procurement centrally and pushed the cost down as allocations, so the unit's "financials" are a segment inside consolidated books, not a company you can hand to a lender. The bridge makes the implicit explicit. Start from the segment's directly attributable revenue and costs, then layer in the allocated share of every shared service the parent provided — IT, finance, HR, facilities, procurement — and show the walk from "as-allocated inside the parent" to "estimated standalone." The number bidders fixate on is the delta between what the parent charged internally and what the unit will actually pay once it is on its own or running under the TSA.

The honest framing matters here, and it protects you in diligence. Allocations are an estimate, not audited standalone accounts, and the room should say so. Put the bridge, the allocation methodology, the cost drivers, and the key assumptions in as workpapers rather than a single summary number, so a buyer's sell-side due diligence team can test them instead of discounting the whole thing for opacity. Expect the standalone cost base to be defended the way any earnings figure is — which is why many sellers commission a quality-of-earnings report that explicitly addresses carve-out adjustments and standalone cost, and why the carve-out financials workstream connects straight to the broader due-diligence cost breakdown for the deal. A defensible bridge, transparently documented, is worth more than an aggressive standalone number a buyer cannot verify.

There is a mirror-image number the seller has to model for its own account: stranded costs. When the unit leaves, the parent keeps the shared-services overhead that was allocated to it — a plant of central IT, finance, and HR capacity sized for a business that is no longer there. A clean carve-out is rare; a common planning rule is to allocate 8 to 15 percent of the seller's residual EBITDA as the stranded-cost tail. That model belongs in the separation room, not the bidder room, because it is the seller's problem, not the buyer's — but it directly shapes how aggressively the parent should negotiate the TSA. Every service the parent keeps providing under the TSA at cost-plus is a service whose stranded cost is temporarily covered; every service the buyer exits early is stranded cost the parent absorbs sooner.

How does IT separation show up in the data room?

IT separation shows up as its own workstream because in a carve-out you are not just describing the target's IT — you are re-signing or assigning the parent's contracts, migrating the unit's data out of the parent's systems, and standing up Day-1 access under a clock. The single most useful artifact is the license transferability matrix. A carve-out re-signs or assigns the parent's software estate, so change-of-control classification is central: run a structured license transferability sweep using a 5-bucket framework — Auto-transfer (no change-of-control clause), Notice-required (notify vendor within X days), Consent-required (vendor must approve transfer), Renegotiation-trigger (vendor can restate pricing or terms), and Termination-right (vendor can unilaterally walk). Consent-required contracts from the major enterprise vendors are the biggest Day-1 risk, because the parent's license does not simply follow the unit out the door.

Timing is where IT separation quietly blows up the schedule. Most teams budget 2-4 weeks for vendor consents. Real vendor response times for change-of-control consent run 4-8 weeks per major vendor, sequentially because the same legal team handles them — so the guidance is blunt: start on day 1 of exclusivity, not day 45. That lead time is also the single most common reason a TSA gets extended: if consents are not in hand by close, the parent keeps providing the service under the TSA while the buyer waits, and the cost-plus meter runs.

The separation also inherits the parent's third-party exposure. Verizon's 2025 Data Breach Investigations Report found that third-party involvement in confirmed breaches rose from 15% in 2024 to 30% in 2025 — meaning nearly one in three breaches now involves a vendor, contractor, or supply-chain dependency. In a carve-out the unit's vendor relationships are being re-papered and its access re-provisioned exactly when security controls are in flux, so the separation room should carry the vendor inventory, consent tracker, and Day-1 access plan as first-class documents. This section is deliberately a bridge — the full six-axis IT audit lives in our IT due diligence guide, and a carve-out separation team should run that audit against the perimeter, not the whole parent.

What changes in a European carve-out?

Two things change in a European carve-out: employee consultation becomes a gating step before you can finalize the deal, and employee data handling comes under GDPR from the first upload. Neither is a footnote you can clean up at signing. Both are practice-level pointers below — not legal advice — and the specific process should always be confirmed with local counsel.

Works councils. In several European jurisdictions the workforce has a formal right to be consulted before an ownership change is decided, and the sequencing matters. In France, the CSE (works council) must be consulted before the employer's decision is finalised — consultation must be completed, or at least properly initiated, before signing becomes unconditional or closing occurs, and in practice the consultation period runs 4 to 6 weeks from delivery of the complete information pack (statutory windows can run one to two months, or up to three with an appointed expert). In Germany, under BetrVG sections 111-112, an employer planning an operational change must inform the works council in advance ("rechtzeitig (vorab)") and seek a reconciliation of interests (Interessenausgleich) and a social plan (Sozialplan) before implementing it (per a CMS legal primer), with the section 111 co-determination rights applying at establishments with more than 20 eligible employees. In the Netherlands, WOR Article 25 requires the employer to seek the works council's advice before the decision to transfer control of the business is finalised, at a stage when that advice can still meaningfully influence it — an advisory right, not a veto, but skipping it is a procedural defect the works council can challenge. The practical takeaway: the consultation status of each jurisdiction is itself a diligence document, and buyers will ask for it.

GDPR and employee data. The data-minimisation principle sets the frame. GDPR Article 5(1)(c) requires personal data to be "adequate, relevant and limited to what is necessary in relation to the purposes for which they are processed" (the data-minimisation principle). Standard practice under that principle — this framing is ours, not a regulator's rule — is to keep aggregate or anonymised employee data in the diligence room before signing (headcount, cost, tenure, and comp bands by function rather than by named individual), and to reveal named-employee data only on a need-to-know basis after signing, when the transfer is committed and the buyer genuinely needs it to plan Day 1. In the room, that maps cleanly onto permissions: an aggregate HR pack in the sale room for the bidder pool, and a named-employee folder in the separation room opened only to the winning buyer's HR-integration team post-signing. It is the same workstream wall the rest of the carve-out relies on, applied to the most regulated data in the deal.

What is the best virtual data room for carve-outs and divestitures in 2026?

The honest answer depends on the size and shape of your process, so here it is straight. Peony is the best fit for flat-rate mid-market carve-outs. At $52 per admin per month you get unlimited data rooms and unlimited storage, which is the specific thing a carve-out needs, because you are running two rooms — the sale room and the separation room — and on a flat plan the second room costs nothing extra. You also get the controls the two-room architecture depends on: NDA gates, granular permissions and visitor groups for the clean-team and separation walls, dynamic watermarking, page-level analytics, and AI extraction across the document set. For a corporate development team running divestitures at $50M to $1B perimeter values, that is the right cost and the right control model.

Where Peony is not the pick: a 100+-bidder mega-auction that needs full-service project management, staffed 24/7 Q&A administration, and a procurement-mandated incumbent brand. For those, Datasite and Intralinks are the entrenched choices — they are built for the largest, highest-touch processes and priced accordingly. iDeals sits in the middle: quote-based, mid-market, with 24/7 human support for teams that want a managed feel without the mega-auction price tag.

Rank platforms by how they price a two-room, document-heavy carve-out first, then by feature depth — that ordering is what actually separates a good fit from an expensive one. For the complete field and the full head-to-head, see our top 10 virtual data room providers ranking, and if you are weighing the incumbents directly, our Datasite and Intralinks comparisons go deeper.

How much does a data room cost for a carve-out or divestiture?

Data room cost is a pricing-model question before it is a sticker question, and carve-outs are the deals where the model matters most, because they are document-heavy and often run two rooms. The legacy incumbents price per page or per project, which is exactly the structure that punishes a carve-out. Datasite is buyer-reported at roughly $68,000 per year and prices primarily per page at around $0.60 per page — on a document-heavy carve-out, page fees alone can exceed $20,000, and the range across the market runs $0.40 to $0.85 per page. Intralinks commonly runs $10,000 to $150,000 per year, often with a 10% annual uplift clause baked into the contract. Both Datasite and Intralinks commonly run $50,000+ per deal on per-page or per-project fees for a large process. iDeals is quote-based, typically from about $500 per month at entry for mid-market support.

The reason per-page pricing hits carve-outs specifically: a carve-out generates thousands of shared contracts, TSA schedules, entanglement maps, and separation workpapers — and then you upload much of it into two rooms. Per-page and per-project models charge you for exactly that volume and that duplication.

Flat-rate pricing removes both problems. Peony is $52 per admin per month for unlimited data rooms and unlimited storage, so the two-room architecture costs nothing extra — the sale room and the separation room live on one subscription, and page count does not move the bill. For larger deal teams, Deal Team is $64 per admin per month (minimum 4 admins); viewers are always free. Across 6,800+ customers managing $26.3B in client assets, the flat-rate model is what lets a mid-market divestiture run a full two-room carve-out without a five-figure per-deal invoice. See Peony pricing for the current plans, and our virtual data room cost guide for the full model-by-model comparison.

Frequently asked questions

What is a carve-out data room, and how is it different from a standard M&A data room?

A carve-out data room documents a business that has never existed on its own. A standard M&A data room describes a whole company with its own financials, contracts, and IT; a carve-out room has to draw a perimeter through a parent that shares systems, staff, contracts, and cost allocations with the unit being sold. That creates two problems a normal room does not have: buyers want standalone financials the unit never produced, and parent-confidential data keeps bleeding into scope. In practice a carve-out needs a perimeter-scoped sale room for bidders AND a separation room for TSA schedules, entanglement maps, and Day-1 runbooks. Most first-time sellers build only the first and run the second over email.

What documents go in a carve-out data room?

A carve-out data room spans about ten workstreams: corporate and perimeter (what legal entities and assets convey), carve-out financials (a standalone P&L bridge from allocated costs), a shared-services inventory (every service the unit consumes from the parent), the TSA schedule pack, IT separation (license transferability, data migration, Day-1 access), HR and works-council materials (aggregate first, named data on need-to-know), contracts sorted by transferability (auto-transfer, notice, consent, renegotiation, termination), real estate (owned, leased, shared sites), regulatory (permits, licenses, filings that must reassign), and a Day-1 readiness pack (runbook, cutover plan, stranded-cost model). The sale room holds what bidders diligence; the separation room holds the TSA and Day-1 detail the deal team runs on.

Should TSA schedules live in the data room or a separate workstream?

TSA schedules belong in the data room, but in a separation room or workstream folder that is walled off from the general bidder view. TSA schedules expose the parent's true cost-to-serve, internal service levels, and entanglement — data you do not want every bidder or a competitor-bidder reading in full during a broad auction. Keep the sale room focused on perimeter, financials, and contracts, then open a separation room (or a permissioned TSA workstream) to the winning bidder, the deal team, and any clean-team reviewers. On Peony, granular permissions and visitor groups let one subscription host both: bidders see the sale room, the separation team sees the TSA schedules and Day-1 runbook.

How long does a TSA last, and what does an extension cost the seller?

Law-firm carve-out guidance puts a typical transition services agreement at roughly 6 to 18 months (Mondaq), with IT and shared services the longest and most complex tail — buyers often expect 18 to 24 months of shared-services support because ERP, payroll, and telecom take longest to unwind. Extensions usually cost the seller: TSAs commonly price at cost-plus, with step-up rates or premiums on extended terms to push the buyer to exit on schedule. The bigger cost is indirect — every extended month keeps the parent's people and systems tied to a business it no longer owns, and leaves stranded costs the parent must absorb. Document each service with a description, service level, duration, exit terms, and charge basis so extensions are priced, not improvised.

Buyers keep asking for standalone financials we don't have — how do we handle that in the room?

You build a carve-out financials bridge. The unit never filed its own P&L, so you reconstruct one: start from the segment's direct revenue and costs, then add the allocated share of shared services (IT, finance, HR, facilities, procurement) the parent provided, and show the bridge from parent-allocation to estimated standalone cost. Buyers care most about the delta between what the parent charged internally and what the unit will actually pay standalone or under the TSA. Put the bridge, the allocation methodology, and the assumptions in the room as workpapers, and expect sell-side diligence or a quality-of-earnings analysis to defend them. The honest framing: allocations are an estimate, not audited standalone accounts, and you say so.

How do we keep parent-company confidential data out of the carve-out room?

You define the sale perimeter first, then classify every document as in-scope, shared, or parent-only before anything is uploaded. In-scope conveys with the deal; parent-only never enters the bidder room; shared documents (a master agreement covering the unit plus retained businesses, a group insurance policy, a consolidated contract) get redacted to the unit's portion. The failure mode is uploading a shared contract whole and exposing the parent's pricing with other divisions. Run every shared document through redaction, and use permissions so only the deal team and clean-team reviewers see anything competitively sensitive. On Peony, AI-assisted redaction removes retained-business terms and PII before sharing, and NDA gates keep the room behind a signed agreement.

How do we handle GDPR and works-council requirements in a European carve-out data room?

Treat employee data and works-council consultation as gating items, not afterthoughts. Under GDPR's data-minimisation principle (Article 5(1)(c)), personal data must be adequate, relevant, and limited to what is necessary — so standard practice is to put aggregate or anonymised HR data in the diligence room and reveal named-employee data only on a need-to-know basis after signing. On consultation: in France the CSE must be consulted before the deal decision is finalised; in Germany, under BetrVG sections 111-112, the employer must inform the works council in advance and seek a reconciliation of interests and social plan before implementing an operational change; in the Netherlands, WOR Article 25 requires the works council's advice before the decision to transfer is finalised. These are practice-level pointers, not legal advice — confirm the process with local counsel.

What is the best virtual data room for carve-outs and divestitures in 2026?

Peony is the best fit for flat-rate mid-market carve-outs: $52 per admin per month gives you unlimited data rooms and unlimited storage, so the sale room and the separation room run on one subscription at no extra cost, with NDA gates, granular permissions and visitor groups, dynamic watermarking, page analytics, and AI extraction across the document set. For a 100+-bidder mega-auction that needs full-service project management, staffed Q&A, and a procurement-mandated brand, Datasite or Intralinks are the incumbents, and iDeals sits in the middle for quote-based mid-market support. Rank by how a platform prices a two-room, document-heavy carve-out first, then by features. See our full ranking for the complete comparison.

Datasite vs Intralinks for a carve-out — when does a flat-rate room make more sense?

Datasite and Intralinks both earn their price on large, high-touch auctions: staffed project management, 24/7 support, and workflow tooling for hundreds of bidders. Datasite is buyer-reported around $68,000 per year on per-page pricing (roughly $0.40 to $0.85 per page), and Intralinks commonly runs $10,000 to $150,000 per year. A flat-rate room makes more sense the moment your carve-out is document-heavy and mid-market: per-page pricing punishes exactly the thousands of shared contracts, TSA schedules, and separation workpapers a carve-out generates, and you are running two rooms, not one. Peony at $52 per admin per month keeps both rooms on one flat subscription. Choose the incumbents for full-service mega-auctions; choose flat-rate for cost-controlled mid-market divestitures.

How much does a data room cost for a carve-out or divestiture?

It depends on the pricing model, and carve-outs are the deals where the model matters most because they are document-heavy and often need two rooms. Datasite is buyer-reported around $68,000 per year and prices per page (roughly $0.40 to $0.85 per page), so page fees alone can exceed $20,000 on a document-heavy carve-out. Intralinks commonly runs $10,000 to $150,000 per year, often with a 10% annual uplift clause. iDeals is quote-based, typically from about $500 per month for mid-market support. Peony is $52 per admin per month for unlimited rooms and unlimited storage — so the sale room and the separation room cost nothing extra, both on one subscription, with Deal Team at $64 per admin per month (minimum 4 admins) for larger deal teams.

Is SharePoint enough for a divestiture data room?

No. SharePoint is a collaboration platform, not a virtual data room. It can hold deal files, but it does not natively gate access behind an NDA, watermark per viewer, block screenshots, or show per-page dwell time — and a carve-out is exactly where those controls matter, because you are separating a unit's documents from a parent's while multiple bidders and a clean team need different views of overlapping files. Managing perimeter scope, per-viewer redaction, and a separation-room wall in raw SharePoint folders is where parent-confidential data bleeds into a bidder's view. Use a dedicated data room with NDA gates, granular permissions, and per-viewer watermarking. A flat-rate platform such as Peony ($52 per admin per month) covers this without a per-deal quote.

Related resources

• IT Due Diligence (2026): 6-Axis Fragility Audit — the full IT separation and security audit for the carve-out perimeter
• Private Equity Due Diligence — TSA scoping, stranded costs, and the 18-24 month shared-services expectation
• Sell-Side Due Diligence (2026) — preparing a carve-out to go to market
• Quality of Earnings Report — defending the standalone financials bridge
• Due Diligence Cost Breakdown — what the full diligence workstream costs
• M&A Data Room — the standard-deal baseline a carve-out room extends
• Acquisition Integration Guide — Day-1 and post-close integration planning
• Upstream Oil & Gas Divestiture Data Room — the sector sibling for energy asset sales
• Top 10 Virtual Data Room Providers — the full provider ranking
• Virtual Data Room Cost Guide (2026) — pricing models compared
• Datasite comparison and Intralinks comparison
• Peony for M&A and Peony for Private Equity

Sources

• Mondaq (law-firm carve-out TSA guidance): https://www.mondaq.com/unitedstates/corporate-and-company-law/1610876/4-tips-to-ensure-a-strong-transition-services-agreement-during-a-carve-out
• EY Global Corporate Divestment Study: https://www.ey.com/en_uk/divestment-study/can-divesting-what-holds-you-back-move-your-strategy-forward
• Bain 2026 M&A Report: https://www.bain.com/insights/looking-back-m-and-a-report-2026/
• GDPR Article 5 (data minimisation): https://gdpr-info.eu/art-5-gdpr/
• Mintz (clean-team / competitively sensitive information): https://www.mintz.com/insights-center/viewpoints/2871/2022-09-19-sharing-and-managing-competitively-sensitive-information
• CMS (Germany, Interessenausgleich und Sozialplan, BetrVG §§111-112): https://cms.law/de/deu/legal-updates/interessenausgleich-und-sozialplan
• Dutch works-council advisory rights (WOR Article 25): https://dutch-law.com/employment-law/works-council-advisory-rights-netherlands.html
• Global Law Experts (France, CSE consultation process): https://globallawexperts.com/process-cse-consultation-in-france/
• Verizon 2025 Data Breach Investigations Report: https://www.verizon.com/about/news/2025-data-breach-investigations-report