A masterclass excerpt in which Paul Giannamore explains how business owners should conduct due diligence when vetting private equity firms. Topics covered include one-on-one CEO reference calls, preparing clients with the right questions, researching a PE firm's track record, uncovering red flags in past transactions, balancing testimonials with independent research, miscommunication risks in deals, and raising concerns directly with PE firms. # Channel Presentation Observations: "Due Diligence Done Right" (Private Equity Pt. 2) ## Explicit Self-Description - **Firm identity stated directly**: The speaker closes with a branded plug — *"Here at PTOAC, we love to kill it for our clients and I think that education is the cornerstone"* — presenting the channel as an arm of an advisory firm (PTOAC) whose philosophy centers on client education. - **Named host**: *"Again, I'm Paul Jammore. Thank you for joining me today"* — the video is presented as an individual-led, personal-brand format. - **Claimed experience**: *"This is a culmination of 20 plus years and billions of dollars in transaction with private equity"* — a direct claim of long tenure and large deal volume used to credential the advice offered. ## Intended Audience - **Primary: financial/M&A advisers.** The framing question opens the segment: *"So for advisers out there, you might be asking yourself, well Paul, when you're working with a Gary, how deep into the weeds do you actually get…"* — positioning advisers as the direct addressees. - **Secondary: business owners / potential sellers.** The closing call-to-action shifts audience: *"If you own a business and you're being contacted by strategic acquirers, search funds, private equity firms… take a step back and give us a call."* - **Tertiary: peer advisors.** The downloadable question sheet is explicitly offered to *"whether you're a potential seller or another advisor."* ## Claimed Scope and Services - **Sell-side M&A advisory with PE diligence support**: Evidence includes in-house research capability claims — *"we've got the databases, we've got the research teams, we've got the analysts… they can provide the client kind of a full dossier on each private equity fund."* - **Breadth of engagement**: *"Whether that exit is a year from now, five years from now, or 10 years from now, We'll help you think through a plan."* - **Content scope**: The channel promotes ongoing educational series: *"the valuation master class," "the buy side M&A; master class,"* and more private equity content — presented as a **master class series**. ## Observable Presentation Patterns (Demonstrated, Not Claimed) - **Educational/tactical format**: The bulk of the video is a detailed walkthrough of a due diligence practice (reference-call strategy, off-list reference research, CEO-to-CEO calls), demonstrated through narrative examples rather than claims alone. - **Lead-magnet funnel**: Repeated offers of a downloadable asset — *"I'll put a sample question sheet. Anyone can download that"* — plus a contact form link and LinkedIn invitation, demonstrating a consultation-oriented conversion path. - **Peer-to-peer advisory tone**: Advice is delivered as practitioner guidance to other advisers ("*my recommendation would be let the client have those calls one-on-one*"), including candor about past mistakes (*"I wasn't on the call and I was like, I should have been on that call"*). - **Balanced framing of the PE industry**: The speaker avoids blanket condemnation — *"there are a lot of very very good firms out there… snafus do happen"* — while cautioning that *"when you ask for references, you're going to get testimonials."* ## Boundary Notes - No metadata was supplied; all observations derive from title and transcript. - The speaker's motivations are taken only from stated material (e.g., education as "cornerstone" is his explicit claim, not an inference). # Delivery Observation: "Due Diligence Done Right" — Paul Jammore ## Voice & Framing - **Speaks to an audience of peer advisers**, posing their anticipated question in their voice: *"So for advisers out there, you might be asking yourself, well Paul, when you're working with a Gary, how deep into the weeds do you actually get..."* - **Uses recurring placeholder names** — "Gary" (the hypothetical client), "Joe Blow" / "Joe Smith" (references), "Cedar Fork Capital" (the hypothetical PE firm) — to anonymize scenarios and make them concrete. - **First-person, experience-based framing:** repeatedly anchors advice in his own evolution — *"I over time have tended to shy away..."*, *"I used to actually get on the call"*, *"that's the reason why I used to be on these calls in the early years."* ## Teaching Habits - **Teaching by story/reenactment:** dramatizes reference calls with mini-dialogues: > "Hey Joe, I saw you were part of Cedar Fort Capital for three years and you exited. And Joe's like, 'Well, how'd you get my number?'" and a longer comedic role-play: *"Gary, Cedar Fork Capital, what are you talking about? Like, cluster capital's more like it. Better watch your six, Gary."* - **Explicit lesson extraction after stories:** *"What I realized over time is that the past references... would say more when it was one-on-one with Gary."* - **Recommendation phrasing:** repeatedly signals advice explicitly — *"my recommendation would be let the client have those calls one-on-one."*, *"the right thing to do is sit down with partners at the private equity firm."* - **Offers a takeaway artifact:** points to a downloadable resource twice — *"I'll put a sample question sheet. Anyone can download that..."* and again at the close: *"This is a culmination of 20 plus years and billions of dollars in transaction."* ## Vocabulary & Register - **Accessible, colloquial finance language:** "smorgus board of questions," "in the weeds," "got into bed with these guys," "run out of dodge by the sheriff," "throw the baby out with the bathwater," "courtside of the Bulls." - **Metaphor of "speaking each other's language"** recurs as a core concept: *"They speak each other's language"*, *"they're just speaking two very different languages"*, *"they really try hard to speak his language."* - **Balance/hedging habit:** pairs caution with fairness — *"maybe it was their fault, but they learned a very valuable lesson"*, *"he also needs to take things with a grain of salt."* ## Communication Patterns - **Self-correction mid-sentence and filler-rich, conversational delivery:** *"Um, so my recommendation, you know, of course you can do that, but..."*; repeated doubled words (*"and and that's the reason why"*, *"very very good firms"*) suggest unscripted, talking-head style. - **Structured progression:** question → past practice → lesson learned → recommendation → supporting research process → edge cases → pitch. - **Closes with a standard call-to-action block:** contact form, LinkedIn, download link, upcoming "valuation master class" and "buy side M&A master class," sign-off: *"Again, I'm Paul Jammore. Thank you for joining me today and I'll see you on the next one."* ## Uncertainty Notes - The sample is a single video; patterns like the sign-off formula and CTA block may reflect channel-wide conventions but cannot be confirmed from this transcript alone. # Position Record: Due Diligence on Private Equity Firms (Pt. 2 Masterclass Moment) **Speaker:** Paul Jammore (self-identified at end of transcript). No other speakers appear in curated metadata; a question from "advisers out there" frames the discussion. ## Core Thesis - Advisers should do deep diligence on private equity firms, but **let clients conduct reference calls one-on-one** rather than joining those calls themselves. - Structured research plus client-led questioning produces better information than adviser-led testimonial-gathering. ## Positions and Reasoning ### 1. Advisers should not join reference calls with former CEOs - **Earlier practice (stated):** Paul used to join client calls with references (e.g., former portfolio-company CEOs found through independent research, not lists provided by the PE firm). - **Change in position:** He "over time" quit joining those calls because: - References — especially those with "anything less than glowing" experiences — **say more one-on-one with the client** than when the adviser is also on the line. - CEO-to-CEO conversations "speak each other's language" and flow better. - **Qualification:** If a client is "not outgoing" or timid, the adviser "should take a run at it" — the rule is not absolute. ### 2. Advisers should still drive PE-firm conversations and arm clients with questions - Paul provides clients a **"smorgasbord of questions"** with context on why each matters, and prefers the client ask them directly. - **Stated reason:** When the client (Gary) asks in his own words, PE principals "really try hard to speak his language"; when a finance professional asks, the answers come back in finance jargon. - A sample question sheet (described as 20+ years of experience, "billions of dollars" in transactions) is offered via link in the description. ### 3. Research depth: focused, not exhaustive - Analysts can build a **full dossier** per PE fund (platform vs. add-on acquisitions from databases and press releases). - **Limit stated:** Do this on **"maybe the top five maximum"** funds per deal — enough for the client to "get the feel" alongside price/terms. - Example given: tracking whether a founder-CEO left a portfolio company — "Did he quit? Was he fired?" — which creates reasons to call both the successor and the departed CEO. ### 4. Solicited references skew toward testimonials - Claim: "When you ask for references, you're going to get testimonials." - Countermeasure: independent research to find **unfavorable references** ("Joe Blow… the deal was a total disaster"). - Counterweight claim: most PE firms are "straightforward and honest"; many will volunteer a busted deal or retrade and what they learned. ### 5. Bad references require interpretation — don't "throw the baby out with the bathwater" - **Scenario Paul describes:** a single harsh reference ("those guys are bastards") can spook a client after a year of deal work. - **Reasons such references may be misleading:** - The reference himself may have done zero due diligence, focused on the headline number, and suffered from "tunnel vision" on big numbers — "It wasn't because they lied to him… they were just speaking two very different languages." - Alternatively, the PE firm may have "learned and repented for their sins." - **Recommended process:** let the client hear the negative reference alone, then **sit down with the PE firm's partners** afterward and give them "the opportunity to explain." - **Acknowledged tension:** Paul admits these scenarios are exactly why he originally stayed on calls — "I could fix this" — before concluding the client-alone approach is still better. ## Promotional Content (final segment) - Pitch for his firm ("PTOAC"): education as cornerstone; contact form and LinkedIn links in description. - Upcoming content announced: valuation master class, buy-side M&A master class, more on private equity. ## Unresolved Tensions Preserved - Adviser-on-call vs. adviser-off-call: Paul explicitly holds both positions across time and explains his shift without claiming the old approach was wrong, only less effective. - Trust in PE firms ("very good firms… deal fairly and honestly") coexists with the claim that solicited references are inherently testimonial-biased and that unmitigated disasters do occur. - Negative references may reflect either PE-firm misconduct, seller-side failure, or mutual misunderstanding — Paul leaves the diagnosis case-by-case. # Speaker Attribution & Provenance Record ## Video Overview - **Title:** Due Diligence Done Right: Vetting Private Equity Firms | Private Equity Pt. 2 Masterclass Moment - **Video ID:** 01a168c7-a41e-7d89-9cc2-dfeff934778f ## Speakers & Roles ### Paul Jammore — **Creator / Host** - Self-identified in closing: *"Again, I'm Paul Jammore. Thank you for joining me today."* - Delivers the majority of the monologue on private equity due diligence practices. - Addresses an audience of **advisers** ("So for advisers out there..."). ### Unnamed Questioner — **Interviewer / Audience Proxy** - Poses the opening question to Paul ("you might be asking yourself, well Paul, when you're working with a Gary..."). - Identity not stated in transcript or metadata. ### Hypothetical / Illustrative Figures (not real participants) - **"Gary"** — hypothetical client/seller used throughout as an example. - **"Joe Blow," "Joe Smith," "Randy Coleman," "Cedar Fork/Cedar Fort Capital"** — fictional names and entities used in illustrative diligence scenarios. - **Role-play dialogue** between "Gary" and "Joe" appears mid-transcript as a simulated reference call. ## Referenced Sources & Claims - **No third-party cited sources** (no publications, studies, or named data providers). - Mentions in-house research resources: **databases, research teams, analysts** (unidentified). - Reference-checking methodology (CEO calls, dossiers on ~top 5 funds per deal) described from **Paul's own experience**, not external evidence. - Named real-world entities: **PTOAC** (Paul's firm), **Chicago Bulls** (passing cultural reference). ## Promotional Segments ⚠️ - **Closing block:** promotion of PTOAC services — invitation to call, contact form, LinkedIn outreach. - **Lead magnet:** downloadable "questions you should ask private equity" sheet linked in description; framed as *"a culmination of 20 plus years and billions of dollars in transaction."* - **Upcoming content promotion:** valuation master class, buy-side M&A master class, further private equity series. ## Availability & Metadata Limits - **No curated metadata supplied** — speaker roles, firm identity, and audience are inferred from transcript only. - **Comments availability:** not stated in source material. - **Firm name "PTOAC"** appears in transcript; full name/relationship to Paul Jammore not specified. So for advisers out there, you might be asking yourself, well Paul, when you're working with a Gary, how deep into the weeds do you actually get with diligence on each of these private equity firms? And that is a great question. I over time have tended to shy away from actually making the CEO calls or being on the CEO calls. So years ago when we used to do diligence on PE funds, I used to hop on a call with private equity fund. We would be with the client. We would ask a lot of the questions on the client's behalf and we still do that. But now when it's time to kind of do the cross referencing, I used to actually get on the call. So I would be with my client. We would be in the office or we might be on a conference call and we would call Joe Blow, right? Hey Joe, I saw you were part of Cedar Fort Capital for three years and you exited. And Joe's like, "Well, how'd you get my number? Did they get you my number?" No, we did some research and we found it. Joe was a little bit surprised. Somebody would be checking that reference. And Joe then would get an opportunity to talk to Gary and they would have a chitchat about what life was like at Cedar Fork. What I realized over time is that the past references, especially when they had anything less than glowing, would say more when it was oneon-one with Gary, for example, the client, than with both Gary and myself on the phone. So over time, I just quit getting on those calls with former CEOs. I think it's a great opportunity for CEO and CEO to talk. They speak each other's language. They can ask a lot of those questions. Um, I I think it flows better and and I don't feel like they're as closed in uh the references when it's just one- on-one with the potential seller. Um, so my recommendation, you know, of course you can do that, but my recommendation would be let the client have those calls one-on-one. Of course, you though can drive the conversations with the private equity funds. Now, if a client is not outgoing and is a little bit timid asking those questions, sure, we should take a run at it. But the way that I do this is I make sure that the client has a smorgus board of questions. Here's the questions. Here's why you should con be concerned with this. Here's why you might want to ask this question. I provide that to the client. I get them thinking about it and I I actually like them to drive the questions because I find that actually quite frankly when Gary asks the question in his own words, it's way easier for the private equity firm to respond in a way that he would understand. When I ask them, they're talking to another finance guy and they're using Joe. But when Gary understands the questions and Gary can ask them himself directly to the principles of the private equity firm, they really try hard to speak his language. So I feel like it's much more effective if you get the Garry's of the world or your clients to actually ask questions both to the private equity funds as well as to the reference points. Now I'll put a link below in the description and I'll put a sample question sheet. Anyone can download that whether you're a potential seller or another advisor to look at what we provide clients. In addition to providing clients with questions, we've got to do the research, right? Like we've got the databases, we've got the research teams, we've got the analysts. So, they can dig in. I can give them, you know, 40 private equity funds. They can pull all the platform acquisitions. is they can calculate the add-on acquisitions using press release using databases using a lot of the stuff we have in house and they can provide the client kind of a full dossier on each private equity fund. Now we don't want to do it on a ton of them. We really want the client to get the feel. So we've got price of terms of course that's most important in a lot of ways but then also the client should get the right feel for the various different private equity funds. rebuttal down the playing field and I would say we do this on maybe the top five maximum on each deal process and then the client can effectively look at all the deals that the private equity fund has done. They can look at who the former sellers were the partners did they stay around. So we try to go above and beyond and say okay uh Cedar Fork Capital bought ABC company and ABC company was founded by Joe Smith. And so we see Joe Smith was the CEO for two years and then Randy Coleman is now the CEO. So what happened to Mr. Smith? Did he quit? Was he fired? Was he run out of t run out of dodge by the sheriff? We need to understand that. But it gives us a really good reason to talk to both Coleman as well as Smith, right? And we've got that on the document so that the client can see that. Um, so I really encourage you as an adviser to do the research and put your client in the best position because from the private equity funds and again I think most of these guys are straightforward and honest and a lot of them will everyone's got a show of a story, right? Almost all of these guys have had some sort of busted transaction or they've retraded or something bad's happened. A lot of them will say, "Hey, we're not proud of this, but here, talk to this guy. Like, we could have done better. We learned from this, and here's what we learned from it." Um, but I find that for the most part, when you ask for references, you're going to get testimonials. So, in order to avoid that, you make sure you do as much research as possible so that you can of course talk to the testimonials, but you also want to talk to Joe Blow who's like, "Oh, how did you find me? I've been hiding under a rock. Like, the deal was a total disaster, and I would never do it again." \>\> Hello. \>\> Hey, Joe. This is Gary calling. I'm contemplating doing a deal with Cedar Fork Capital, and I understand that you were a portfolio company at one point. You sold to them. Gary, Cedar Fork Capital, what are you talking about? Like, cluster capital's more like it. Better watch your six, Gary. Those guys get me dirty. And you know, you're inevitably going to have those situations where Gary talks to Joe Blow and it was a unmitigated disaster. And what you'll realize is that Joe Blow was actually the Gary from the beginning of today's discussion. Like Joe Blow was approached by the private equity firm, did zero due diligence, had no idea what difference private equity firm A was from B, looked at the headline number, didn't really assess the partner, got into bed with these guys, and then realized it wasn't what he thought it was going to be. And it wasn't because they lied to him. They were probably very honest with him. They were just speaking two very different languages. And when somebody's like, "Yeah, I am going to write you a check for $100 million." And by the way, you're going to roll 30 million into this new co and I'm going to take this 30 million and I'm going to turn it into another 100 million 5 years from now. And they're thinking about generational wealth and all the stuff they're going to buy. They get tunnel vision and they forget about all the details that go into this thing to make day-to-day life actually worth living. They get focused on the big numbers. They get focused on courtside of the Bulls, the watch, and the this and the that. Um, so Joe Blow could very well have been Gary. And I think that's a great reference for this Gary as to what he shouldn't do. But he also needs to take things with a grain of salt. And I'm mentioning this because it's an important thing. Inevitably, there are portfolio companies, there are CEOs, founders that have had bad experiences, and it's actually not the private equity fund's fault. or maybe it was their fault, but they learned a very valuable lesson. We'll never do that again. And so, you're an adviser. You're working really hard on a deal. You run this great process, got huge numbers, and you're like, "Man, I am way better than I thought I was at this." And then the client does reference checks. Everything's great. And then he talks to one guy who's like, "Oh, those guys are bastards. Don't do a deal with them." And he's like, "Oh, maybe I shouldn't do a deal with them." And you're like, "I just wasted a year of my life on this transaction. the seller screwed it up himself or there was a misunderstanding or the private equity firm did something wrong but learned and repented for their sins. this kind of stuff happens and and and that's the reason why I used to be on these calls in the early years is because like this sort of stuff happened and I wasn't on the call and I was like I should have been on that call like I could fix this but over time I I realized that it's better for me not to be on the call it's better for Gary to hear from Joe Blow and then when he brings all this stuff back then you can sit down the right thing to do is sit down with partners at the private equity firm and say Hey, we had a call with Joe Blow and it was an unfortunate call. We heard a lot of things we didn't like and give them the opportunity to explain because I do think that when I look at the private equity industry, I think that there are a lot of very very good firms out there that have investors that are vested in the success of this. They do great deals. They try to deal fairly and honestly with the people that they partner with and snafuss do happen. So you don't want to necessarily throw the baby out with the bathwater. Here at PTOAC, we love to kill it for our clients and I think that education is the cornerstone which allows our clients to make the best decisions for themselves. the more you can understand about the nuances of how strategic acquirers work, how the operations of private equity firms work and the psychology and the tactics of an M&A transaction, the better you're going to be when it comes time to pull the trigger. If you own a business and you're being contacted by strategic acquirers, search funds, private equity firms, and you're trying to size up what you might do, take a step back and give us a call. We'll help you forge a plan. Whether that exit is a year from now, five years from now, or 10 years from now, we'll help you think through a plan that is specifically tailored to your financial goals and objectives. So, please contact us directly. I've put a link to the contact form in the description of this video, and you can also contact me directly on LinkedIn. Again, you can click on the link below to download the questions you should ask private equity. This is a culmination of 20 plus years and billions of dollars in transaction with private equity. And these are the questions that I recommend clients ask private equity firms before they do a transaction. It's probably something you're not going to want to miss. Further, if you got value from this video, you're not going to want to miss what we have coming up here in the coming weeks. We'll be doing the valuation master class. We'll be kicking off the buy side M&A master class. And we've got a lot more to say private equity. and feel free to share this master class series with somebody who you think might benefit from it. Again, I'm Paul Jammore. Thank you for joining me today and I'll see you on the next one.