Offensive VDR Monitor
Real-time surveillance of seller data room activity
612 documents uploaded: credentialing files, provider licenses, malpractice certificates, managed care amendments across 14 locations. Uploaded Friday 10:12 PM.
Friday night dump — 612 documents uploaded outside business hours, 64 hours before management call. Pattern consistent with burying adverse documents in volume.
Coastal_PT_Payor_Rate_Schedule_2025.xlsx replaced. Version 3 supersedes Version 2. 4 CPT code reimbursement rates changed. No redline provided.
Silent version replacement. Rate schedule changes not flagged to buyer. 4 CPT codes show reduced reimbursement rates. May affect revenue run-rate assumptions.
File removed: Coastal_PT_State_Survey_Findings_2023.pdf. File was accessible for 4 hours before removal.
Document removed from compliance room after brief availability. State survey findings may contain adverse information seller is attempting to suppress.
Amendment_BCBSFL_Termination_Provision_2026.pdf uploaded. Amendment to Blue Cross contract with modified termination provision. Uploaded 2 days before bid deadline.
Late disclosure. BCBS contract amendment with modified termination language uploaded near bid deadline. May materially affect contract risk assessment.
New room opened: Room 6 — Compliance & Regulatory. 189 documents including HIPAA audits, state survey reports, malpractice claim history, DEA registration files.
New compliance room with 189 documents made available late in process. Regulatory documents should have been available from Day 1. Review for buried adverse findings.
Provider_Compensation_Summary_2025.pdf replaced. Version 2 shows Dr. Santos compensation changed from $480K to $420K. No explanation provided for reduction.
Cosmetic adjustment to reduce add-back scrutiny. Original showed $480K, revised shows $420K. Seller may be attempting to minimize perceived overpayment of founder.
Three new physician employment agreements uploaded: Dr. Williams (PT), Dr. Rodriguez (Sports Medicine), Dr. Kim (PT). All Add-On #3 providers.
Routine upload. Employment agreements for Add-On #3 providers needed for credentialing transfer assessment.
14 facility lease documents uploaded. Covers all 14 clinic locations. Includes 2 lease amendments and 1 sublease agreement.
Complete lease package received. Review for co-tenancy clauses, assignment restrictions, and above-market rent exposure.
Monthly financial statements Jan-Dec 2025 uploaded. Includes P&L by clinic location, consolidated balance sheet, and AR aging detail.
Routine financial upload. Cross-reference with QoR model. Check for seasonal patterns (Q1 deductible reset dip expected).
HIPAA compliance audit report (2024), state physical therapy licensing documents for FL and GA, DEA registrations for providers with prescriptive authority.
Compliance documentation. Review HIPAA audit for any findings or corrective action plans. Verify all state licenses current.
Corporate formation documents, operating agreement, provider organization NPI documentation, tax returns (2022-2024).
Standard corporate documentation. Review NPI structure for any unusual arrangements.
Access permissions for Room 7 changed. Previously view-only, now download enabled. Malpractice claims history and insurance certificates available.
Permission change on sensitive insurance room. May indicate seller preparing for more detailed diligence questions about malpractice history.
Five commercial payor contracts uploaded: BCBS, Aetna, UHC, Cigna, Humana. Base agreements without amendments.
Core payor contracts received. Cross-reference with contract extraction module for CoC provisions.
Add-On #3 (Sports Medicine) due diligence materials: financials, provider agreements, facility leases, credentialing files.
Standard add-on materials upload. Review for integration readiness and credentialing transfer timeline.