Net benefit thresholds 2025 worksheet in your Data Room

Some data rooms are full of documents and light on answers. A clean worksheet can flip that script. For Canadian transactions, a “Net Benefit Thresholds 2025” sheet gives deal teams a fast, defensible read on when a proposed acquisition triggers a net benefit review under the Investment Canada Act (ICA). Build it once, reuse it in every live deal, and keep your counsel looped in without email ping-pong.

The 2025 thresholds you need to encode

For accuracy, lock the current year’s figures directly into your sheet and annotate the source next to the cell. For 2025 (all figures in CAD):

  • Trade Agreement Investor (private, direct acquisitions): $2.079 billion in enterprise value.
  • WTO Investor (private, direct acquisitions): $1.386 billion in enterprise value.
  • WTO State-Owned Enterprise (direct acquisitions): $551 million in asset value.
  • Cultural businesses: $5 million asset value for direct acquisitions and $50 million asset value for indirect acquisitions.

These figures come from the Government of Canada’s official threshold table for 2025. To help users verify in a click, add a footnote link in your sheet to the government page: Investment Canada Act — Thresholds.

Tip: Thresholds are indexed yearly. Keep a “Year” field and a small version log so you can swap in 2026 numbers when they publish.

Worksheet structure that actually works

Set this up in Excel or Google Sheets. If your VDR supports embedded spreadsheets (iDeals, DealRoom, Datasite, Firmex), store the file in the “Regulatory” folder and pin it to the index.

Core columns

  • Target legal name
  • Business line and NAICS tag (flag “Cultural” where applicable)
  • Investor category (Trade Agreement, WTO private, WTO SOE, Non-WTO)
  • Acquisition type (Direct, Indirect)
  • Transaction valuation basis (Enterprise value, Asset value)
  • Transaction value (CAD)
  • Threshold (CAD) (auto-filled from a lookup table)
  • Review trigger (Yes/No based on logic)
  • Rationale cell (short machine-readable sentence)
  • Source link (document or model that supports the value)
  • Owner and Last updated

Lookup table

Create a small table with four rows keyed to investor category and acquisition type, returning the correct 2025 threshold and valuation basis. Your main table can then pull the right number using XLOOKUP or INDEX/MATCH.

Validation and roles

  • Use drop-downs for investor category and acquisition type.
  • Protect the threshold cells so only the legal lead can update them.
  • Route changes through your VDR’s Q&A or comments to keep the audit trail tidy.

Calculation logic you can trust

Keep the formula transparent. In plain language:

1.     Determine the valuation basis.

  • Enterprise value applies to private-sector investors that are Trade Agreement or WTO investors in direct acquisitions.
  • Asset value applies to state-owned enterprises and to cultural business cases.

2.     Map the investor to the 2025 threshold.
Your lookup table returns $2.079B, $1.386B, $551M, or the cultural $5M/$50M figures depending on the combination.

3.     Compare transaction value to the threshold.

  • If Transaction value >= Threshold, the sheet flags Review trigger: Yes and generates the rationale:
    “Direct acquisition by [Investor category], [Valuation basis] of [Value] meets or exceeds [Threshold] (2025).”

4.     Edge markers.
Add a warning for any cultural tag so counsel confirms Canadian Heritage implications even when numbers are below the line.

National security is separate, but must sit next to the sheet

Net benefit thresholds are only one gate. The ICA’s national security review can apply at any size, and the Guidelines were updated on March 5, 2025 to include an explicit economic security factor and to reference the government’s Sensitive Technology List. Link that policy next to your threshold table so reviewers keep both tests in view: Updated Guidelines on the National Security Review of Investments.

Add two checkboxes to the worksheet header:

  • “National security screen completed” (Yes/No)
  • “Sensitive technology present” (Yes/No)

When “Yes,” prompt the user to upload the screening memo to the same folder.

Workflow inside the data room

  1. Intake
    Corporate development adds the target row and attaches the latest financials or valuation memo that supports enterprise value or asset value.
  2. Legal review
    The legal lead selects the correct investor category, confirms SOE status where relevant, and tags “Cultural” if the business falls in publishing, film, broadcasting, or similar activities.
  3. Threshold check
    The sheet auto-calculates. If the threshold is met, the owner assigns a task to prepare an ICA application for review. If the threshold is not met, they prepare a short notification checklist where required by the Act.
  4. National security screen
    Counsel reviews against the March 2025 guidelines and records the result in the header checkboxes, with a one-paragraph memo attached for context.
  5. Governance
    Export a PDF snapshot from Excel or Google Sheets at each major deal milestone and store it under “Approvals.” That snapshot, plus the cell-level change history, becomes part of your investment due diligence record (https://data-room.ca/investment-due-diligence/).

Practical touches that save time

  • Conditional formatting: turn the “Review trigger” cell red when “Yes,” amber when the transaction value is within 5% of the threshold, green when safely below.
  • Data validation notes: hover text on each investor type that reminds users which valuation basis applies.
  • Smart sourcing: where the sheet references enterprise value, require a link to the banker’s model; where it references asset value, require a link to the latest audited statements.
  • Permissions: restrict edits on the lookup table and the threshold year field.
  • Versioning: duplicate the sheet yearly. Keep “2024” read-only for closed deals and “2025” active for current work.

Why teams like this approach

It centralizes the authoritative numbers, shows the reasoning in one view, and cuts down on fragmented email chains. More importantly, it makes verification easy. The two links in the sheet point to Government of Canada pages with the live 2025 thresholds and the current national security guidance, so anyone reviewing your workbook can validate the rules without chasing footnotes.