A Q&A segment with Paul Giannamore explaining private equity re-trading: when a late price reduction is justified (e.g., weak EBITDA or poor performance) versus when it is a negotiation tactic. Covers PE tactics such as steering owners away from competitive processes, relationship-building and flattery, why firms prefer off-market deals, how owners drift into single-buyer situations, and when to walk away or counter. # Video Identity Observations ## Creator Self-Identification - The speaker explicitly identifies himself at the end: **"My name is Paul Giannamore"**, positioning himself as the answerer of client questions. - He frames his authority through client relationships: he answers **"my clients' most common questions regarding private equity"** and references direct client experience — e.g., *"I get calls from people that find themselves in that position."* ## Explicit Channel Claims - The title claims this is a **"PE Q&A Masterclass Moment"**, presenting the format as an advice/Q&A session on private equity deal dynamics. - The speaker invites audience engagement via channel infrastructure: **"reach out to me directly in the contact form in the description below or join me on LinkedIn."** ## Demonstrated Expertise Scope - Content covers **M&A / private equity transaction advisory**: re-trading after LOI, EBITDA verification, buyer psychology, and proprietary deal flow. - Specific demonstrated knowledge includes: - Post-LOI re-trade dynamics and when repricing is legitimate (*"If your EBITDA comes in short... do I want to reprice or do I want to pull out completely?"*) - Buyer relationship-building tactics (*"They want to buy businesses that are not competitively shopped"*) ## Implied Audience - **Business owners considering selling to private equity firms** — the questions answered are owner-perspective (*"What should I do if a PE firm starts re-trading on a deal"*; *"What psychological tactics do PE firms use to get owners to accept lower offers?"*). - Secondary audience signal: those deciding whether to **hire an investment banker** — the speaker repeatedly contrasts direct PE approaches with *"an investment banker out there running a competitive process."* ## Seller-Side Positioning - The speaker positions himself on the **sell side**, advocating for owners: **"We over here have our own blacklist of firms"** that have *"played fast and loose with our clients."* - He characterizes certain buyer behavior as against client interests: re-trading *"for no logical reason"* after a locked-up deal is described as **"particularly distasteful."** ## Presentation Format - **Q&A/advisory monologue**: reads/listens to audience-submitted questions, then gives extended direct answers. - **Practical, opinionated tone**: includes direct advice (*"I think you play hardball and you might end up walking away yourself"*) and informal language (*"lock, drop, and roll"*). # Delivery Observations: PE Re-Trades & Pressure Plays Q&A ## Overall Tone & Register - **Conversational, advisory tone**: Speaks as a practitioner answering client questions, not a lecturer. Opens directly with the question: *"What should I do if a PE firm starts re-trading on a deal late in process?"* - **Blunt, opinionated assessments delivered plainly**: *"We over here have our own blacklist of firms"* and *"What I find particularly distasteful..."* - **Self-positioning as an insider**: *"Unfortunately, this happens. We over here..."*, *"I've seen it happen. I get calls from people that find themselves in that position."* ## Structure & Teaching Habits - **Q&A format**: Restates the audience question verbatim, then answers it. - **Reframes questions before answering**: *"this question I think really needs to be qualified because... The answer to that question kind of depends on the why."* - **Condenses frameworks into catchy phrases**: Coining *"lock, drop, and roll, effectively lock up the deal, drop the price, and then otherwise roll out."* - **Two-branch conditional structure**: If you caused it (*"If they're re-trading because you screwed up, that's something you're going to have to face"*) vs. if they're acting badly (*"then I think you play hardball"*). - **Pushes back on question framing**: On psychological tactics — *"I don't really think that private equity firms use psychological trick... I just think they use common sense and seduction."* ## Recurring Linguistic Patterns - **Heavy first-person hedging**: Constant *"I think"* / *"I don't think"* — e.g., *"I don't think a lot of private equity firms do this on purpose. I think it typically happens out of ignorance."* - **Direct second-person address**: *"You should definitely expect somebody to re-trade."* / *"So, you need to be cognizant of that."* - **Universalizing via hypothetical self-inclusion**: *"You or I, if we were buyers, would re-trade."* - **Concrete numeric example**: *"If you say, 'I've got 5 million in EBITDA'... and there's really 4 million in EBITDA."* - **Colloquial vocabulary**: *"played fast and loose"*, *"your numbers are shotty"*, *"play hardball"*, *"screwed up"*, *"slip and slide into a deal."* - **Role-played dialogue as illustration**: Quotes PE firms in-character: *"hey, we're just in the neighborhood, we're going to stop by"*, *"Let's have a glass of wine, let's have a steak"*, *"no one can pay more than us."* ## Fillers & Disfluencies - Frequent **"um"** and **"you know"** mid-sentence (*"Um I think some re-trading, you know, this question I think..."*), consistent with unscripted, spoken delivery. - Occasional **false starts and self-repetition**: *"and then they re-trading for no logical reason post or post LOI"*, *"they've taken you to the next game"* (possibly "name" misspoken). ## Closing Pattern - **Fixed sign-off ritual**: Thanks viewers, invites contact via description/LinkedIn, self-identifies by name (*"My name is Paul Giannamore"*), and ends with *"I'll see you on the next one."* — suggesting a recurring series format. ## Uncertainty Notes - Sign-off phrasing appears only once here, so its stability across the series can't be confirmed from this clip alone. - The final transcript token (*"Mhm."*) is likely a non-verbal closing sound; no interpretive weight assigned. # Position Record: PE Re-Trades & Pressure Plays **Speaker:** Paul Giannamore (self-identified in closing) ## On PE Firms Re-Trading Late in Process ### Context & Track Record - States this "happens" and that his firm maintains its own **blacklist** of private equity firms that have "played fast and loose" with clients and will not be dealt with. ### Attributed Causes of Re-Trading - **Not usually intentional:** "I don't think a lot of private equity firms do this on purpose. I think it typically happens out of ignorance." - **Common pattern:** A PE firm enters a new industry, hires outside advisors/industry experts to assess a target, hears things it doesn't like, and attempts to re-trade. ### Legitimate vs. Distasteful Re-Trading The answer "depends on the why": - **Justified re-trading** — when the seller is at fault: - Misrepresentation of the business - Performance decline after signing an LOI - Poor/shoddy numbers ("shotty") - Example: claiming $5M EBITDA that diligence reveals as $4M - Claims a **strategic acquirer would re-trade too**, and "you or I, if we were buyers, would re-trade" in that situation. - **Distasteful re-trading** — when the firm locks up a deal post-LOI and re-trades "for no logical reason" after numbers have been forthright and verified. ### Recommended Responses - **If seller caused it:** Face it and decide — reprice or pull out of the deal. - **If re-trading is "underhanded"** — a pattern he calls **"lock, drop, and roll"** (lock up the deal, drop the price, roll out if you don't accede): > "I think you play hardball and you might end up walking away yourself." ## On Psychological Tactics Used by PE Firms ### Core Position - **Rejects the "psychological tricks" framing:** "I don't really believe that they use psychological tricks. I think they use just standard seduction, really." ### The "Seduction" Mechanism (as described) - PE firms want **proprietary deal flow** — unshopped businesses bought at lower prices than competitively bid ones. - Outreach tactics described: - Casual contact ("we're just in the neighborhood," dinners, "we're interested in your industry") - **Oblique approaches:** "I'm not necessarily interested in your business, but we're interested in the industry" - Dangling future roles ("maybe we can use you as an advisor") - Over time a relationship forms: NDAs signed, information shared, mutual comfort — creating **sunk-cost attachment** on the owner's side. - Result: owners hesitate to run a competitive process or hire a banker ("they've invested in me, I've invested in them, I might offend them"). ### Consequence Claimed - Owners "slowly slip and slide into a deal that they don't want to be in" and "end up signing away your business for probably a lot less than you ultimately could have got for." - Says he receives calls from owners in exactly this position asking what to do. ### Advice - Sellers should "be cognizant" of this dynamic; implicit endorsement of competitive processes/bankers over exclusive PE relationships. ## Qualifications & Tensions Preserved - He simultaneously criticizes re-trading while conceding it is often **ignorance-driven**, not deliberate, and sometimes **deserved**. - He denies "psychological tricks" exist while describing behavior ("seduction," sunk-cost cultivation) that listeners might classify as psychological pressure — he reframes it as "common sense and seduction." # Speaker Attribution & Provenance Record ## Video - **Title:** PE Re-Trades & Pressure Plays: When to Walk, When to Counter | PE Q&A Masterclass Moment - **Video ID:** `01a168c7-ce28-7e56-a707-e0f6c9d1ee98` ## Speakers & Roles ### Paul Giannamore — **Creator / Primary Speaker** - Self-identified at the close: *"My name is Paul Giannamore."* - Speaks for the duration of the transcript, answering audience-submitted questions in a **Q&A format**. - References his firm's practices (*"We over here have our own blacklist of firms"*), implying an advisory/banking role serving seller clients; the firm name is **not stated** in the transcript. ### Anonymous Questioners — **Off-screen / Implied Guests** - Two audience questions are posed but read/paraphrased by the creator: 1. *"What should I do if a PE firm starts re-trading on a deal late in process?"* 2. *"What psychological tactics do PE firms use to get owners to accept lower offers?"* - A paraphrased anecdotal questioner is also cited: *"I've had one guy ask me, 'Hey, what sort of psychological tricks are they going to use on me?'"* ## Referenced Third Parties (Non-Speaking) ### Unnamed Private Equity Firms - Described collectively; no firms named. Includes firms on the speaker's firm's internal **blacklist**. ### Outside Advisors / Industry Experts - Cited as hired by PE firms entering new industries to assess targets, sometimes triggering re-trades. ### Accounting Firms - Cited as testing seller EBITDA claims during diligence. ### Strategic Acquirers - Referenced comparatively as parties who would also re-trade on shortfalls. ## Claims & Anecdotal Evidence - **Personal client anecdotes:** *"I get calls from people that find themselves in that position"* — callers unnamed. - **Opinion-based claims:** Speaker repeatedly qualifies views as personal judgment (*"I don't really think that private equity firms use psychological tricks... I think they use just standard seduction"*). These are the speaker's characterizations, not attributed to third parties. ## Promotional Segments - **Closing call-to-action (end of transcript):** > "If you've got any questions, feel free to reach out to me directly in the contact form in the description below or join me on LinkedIn." - Flags promotion of the creator's **direct contact channel** and **LinkedIn presence**. ## Availability & Uncertainty - **No curated metadata was supplied** with this video; no comment availability, channel, or date information is on record. - **Speaker surname spelling** ("Giannamore") is taken as spoken in the transcript. - **Questioners remain anonymous**; their identities are unavailable from the source. What should I do if a PE firm starts re-trading on a deal late in process? Unfortunately, this happens. We over here have our own blacklist of firms. So, there are certain private equity firms that we feel have played fast and loose with our clients, and we just won't deal with that. Um I don't think a lot of private equity firms do this on purpose. I think it typically happens out of ignorance, and one of the ways that I see this happen most often is a private equity firm will enter a new industry. They'll hire outside advisors, industry experts to come in and help them assess some target company, and they'll hear things that they don't like, and they'll attempt to re-trade. Um I think some re-trading, you know, this question I think really needs to be qualified because question is, what should I do if a PE firm starts re-trading on a deal on deal terms late in the process? The answer to that question kind of depends on the why. If you've either misrepresented anything about your business, if your performance tanks after you sign an LOI, um if your numbers are shotty, uh you can expect re-trade, right? If you say, "I've got 5 million in EBITDA," and they bring in outside advisors and accounting firms to test that, and there's really 4 million in EBITDA, you should definitely expect somebody to re-trade. A strategic acquirer would re-trade just as a private equity firm would. You or I, if we were buyers, would re-trade. We were expecting a 5 million in cash flow, and instead we're getting 4 million, we're going to re-trade. Um what I find particularly distasteful, though, is private equity firms trying to lock up deals and then re-trading for no logical reason post or post LOI specifically when it's proved out, we've been forthright with our numbers and the the qualifications of the business. So, what should you do? Well, I mean, I think it's pretty simple for me. If um if they're re-trading because you screwed up, that's something you're going to have to face. And you're able to make the decision whether or not you want to go through with the deal, right? If your EBITDA comes in short, you're going to have to make the decision, do I want to reprice or do I want to pull out completely? If their re-trading is underhanded and they were trying to lock, drop, and roll, effectively lock up the deal, drop the price, and then otherwise roll out if you didn't actually ask to it, then I think you play hardball and you might end up walking away yourself. What psychological tactics do PE firms use to get owners to accept lower offers? Now, this was an interesting question that I've gotten more times than I can imagine. I don't really think that private equity firms use psychological trick. Yeah, I've had one guy ask me, "Hey, what sort of psychological tricks are they going to use on me?" I don't really believe that they use psychological tricks. I think they use just standard seduction, really. I mean, a private equity firm obviously wants as much proprietary deal flow as possible. And what that means is they want to buy businesses that are not competitively shopped. They want to deal with business owners that don't have an investment banker out there running a competitive process because they're going to pay a much lower price. And I think private equity firms are very, very good at kind of just the tip, right? They're able to track you down via phone or email or hey, we're just in the neighborhood, we're going to stop by, we're interested in your industry, let's just we'll take you out to dinner just to talk. Um a lot of times they'll approach people obliquely. Like, hey, I'm not necessarily interested in your business, but we're interested in the industry. Let's have a glass of wine, let's have a steak, let's talk about this. You know, maybe we can use you as an advisor at some point going forward or so on and so forth. And you know, over time they develop a relationship with you and then of course now you've got some investment in the process with them. You've built a relationship, you get to the point where you might have signed an NDA, now you're sharing information back and forth, you feel comfortable with them, they feel comfortable with you. If you now come to the point where you want to turn around and sell your business. Let's say, you know, you've spent a couple of months talking to a private equity firm, they spent a lot of money in it, they've taken you to the next game, they've taken you out to dinner. You've shared some numbers with you and they proffered an offer that you thought was decent but that you could do a lot better. You might be very hesitant to go out run a formal process. You might be very hesitant to start talking to other private equity firms because you're going to feel like, "Hey, they've invested in me, I've invested in them. I might offend them." And so I think sometimes people can slowly slip and slide into a deal that they don't want to be in, quite frankly, and I've seen it happen. I get calls from people that find themselves in that position and say, "What should I do?" So, I don't again, I don't know that they use psychological tricks and tactics. I just think they use common sense and seduction to try to get business owners to not deal with any other buyers and why hire a banker and pay a banker and why talk to other private equity firms, no one can pay more than us and you end up signing away your business for probably a lot less than you ultimately could have got for. So, you need to be cognizant of that. Thank you for joining me today as I discuss my clients' most common questions regarding private equity. If you've got any questions, feel free to reach out to me directly in the contact form in the description below or join me on LinkedIn. My name is Paul Giannamore. Thank you for joining me today and I'll see you on the next one. Mhm.