The best way to DD a partner is to open up the model

The best way to DD a partner (the fund or the operator) on a private acquisition is this: open up the model and go over it together. It isn’t a reference check (these matter). It isn’t a dinner to see if you have "chemistry" (although great to do). It’s sitting in a room, opening a laptop, and walking through the financial model and the MIP (Management Incentive Plan) together. Line by line. Not just checking the math. I mean testing the reality. Too often, operators join an acquired company on a promise of autonomy. They’re told, "We’re investors, you’re the CEO. Go build." Then they show up on day one and realize the "vision" was already hard-coded into an underwriting deck six months ago. The autonomy is fake because the exit math requires hitting specific, aggressive targets starting yesterday. I've talked to lots of CEO/Presidents/GMs who took their first PE-backed operator role, did NOT do this, and are ready to jump ship after 2 years because they feel undervalued and frustrated about unrealistic expectations. This costs time and money to lose talent at this level. (Just poached one from a major platform under exactly these circumstances). That’s why you have to walk the model before you sign. If you are an operator, ask them to explain the assumptions. Ask them:"What happens to our relationship if we miss this EBITDA target in Q3?" Ask them to break down the MIP mechanics so you can see if the equity is real or buried under preferences. There is so much signal in this conversation, and it is an opportunity for the investors to build trust with their operators and ensure they all have a common operating picture. If they are transparent, you’re building a partnership based on shared reality. You’re aligning on what "good" actually looks like. If the other party gets defensive or vague, they are showing you exactly how they will behave when things get tough. If you can’t have a hard, honest conversation about the spreadsheet today, you definitely won’t be able to survive the board meetings three years from now. Don’t guess. Open the model and do the freaking work.