Paul Giannamore discusses what business owners should ask a private equity firm before partnering, framed as a "Masterclass Moment" excerpt from a Private Equity Pt. 2 Masterclass. Topics include why the seller's business may be the scarce asset, building a broad universe of potential PE buyers (suggesting 50+ firms), vetting fund experience and track record, equity rollovers, capital reserves and M&A budgets, decision-making power inside a PE firm, cross-checking claims with past CEOs, and distinguishing disciplined from reckless funds. Timestamped segments progress from mindset and buyer research through post-close decision rights, ending with a summary urging sellers to act as selectors. Note: topics beyond the title are drawn from the creator's own description; no audience comments are available. # Channel Presentation Observations ## Explicit Self-Description Evidence - **Firm name stated in-video:** "Here at PTOAC, we love to kill it for our clients" — the speaker identifies an organization by this acronym. - **Named presenter:** "Again, I'm Paul Jammore. Thank you for joining me today" — the host identifies himself by name at the close. - **Claimed experience:** The downloadable question list is described as "a culmination of 20 plus years and billions of dollars in transaction with private equity." - **Claimed client philosophy:** "education is the cornerstone which allows our clients to make the best decisions for themselves." ## Claimed Scope of Services - **Advisory on business exits and M&A:** "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. We'll help you forge a plan." - **Long-horizon planning:** "Whether that exit is a year from now, 5 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." - **Calls to action:** contact form link in description, direct LinkedIn contact, downloadable PE questions resource. ## Intended Audience - **Business owners considering sale or PE partnership:** the entire Gary narrative is framed around a founder weighing a private equity deal ("he's rolling 30 million into this. So, I'm going to own 30% of this"). - **Owners receiving inbound buyer interest:** "If you own a business and you're being contacted by strategic acquirers, search funds, private equity firms..." - **Viewers encouraged to share:** "share this master class series with somebody who you think might benefit from it." ## Demonstrated Content Presentation - **Masterclass/educational series format:** the title labels this a "Masterclass Moment" and "Private Equity Pt. 2"; the speaker references prior content: "I've talked about this on the sell-side M&A master class." - **Case-study teaching style:** a hypothetical/illustrative figure ("Gary") is used to walk through negotiation strategy, PE due-diligence questions, fund structures, and reference-checking. - **Upcoming content announced:** "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 private equity." - **Lead-magnet driven:** free downloadable resource ("questions you should ask private equity") promoted in-video. ## Claim vs. Demonstration Distinction - **Creator claims:** 20+ years of experience, billions in transactions, client-first educational philosophy, personalized exit planning. - **Demonstrated patterns:** detailed walkthrough of PE fund diligence (fund number, LP composition, capital runway, add-on capital, IRR targets, investment committee decision trees), showing sell-side M&A expertise as content substance rather than as a direct claim about the channel. # Delivery Observation: "What to Ask a Private Equity Firm Before You Partner" ## Voice & Tone - **Conversational, advisory tone** with direct address; the speaker identifies himself at the end: "Again, I'm Paul Jammore. Thank you for joining me today." - **Second-person framing** dominates the teaching: "you start asking them questions," "You go broad," "you get it down to the last maybe two, three, four players." - **Blends expertise with casual register** — technical PE vocabulary sits next to informal phrases like "I want to grow the heck out of this thing" and "grow the out of my business" (apparent expletive elision in transcript). ## Vocabulary & Domain Language - Dense, repeated use of **private equity jargon**: "fund one, fund two," "limited partners or LPs," "platform companies," "add-on acquisition," "investment committee," "IRR," "multiple on the fund." - Relies on **concrete dollar figures** to make abstractions tangible: "a billion dollar fund and we've spent a half billion dollars already," "$100 million," "rolling 30 million." ## Recurring Phrases & Structures - **"Cross reference" as a repeated teaching anchor** — used at least four times: - "you're going to cross reference everything with the past portfolio companies" - "cross reference that with the fast portfolio CEOs" - "then cross reference it to determine what if what these guys are saying is actually true" - **Repeated hypothetical dialogue**: he voices both sides of conversations — "Hey, where were you when you partnered?" and "Hey, we're really hands-off... they didn't let us do jack." - **Numbered framework delivery**: "So number one, mindset shift. Number two, run that broad process. Number three, he is in a position to choose." - **Rhetorical question chains**, often stacked without answers: "Who made those decisions?... Is the partners I work with?... Are they the ones making the decision...?" - **Repeated checklists of questions to ask past CEOs**: "How much did they promise you... How much did they actually deploy?" / "What did they tell you the targets were? What did you actually get out of this?" ## Teaching Habits - **Ongoing case-study device ("Gary")**: a named hypothetical seller anchors the entire lesson — "We talk about what Gary did. Here's what Gary should have done." - **Self-disclosure to qualify advice**: "I am an LP in a brand new fund. I'm in a fund one right now" — used to add credibility, then immediately balanced: "I'm not saying that you shouldn't partner with somebody in fund one." - **Metaphor use**: "he needs to go out and be the hunter rather than the fisher." - **Explicit caveat**: "Past practice of course doesn't guarantee future performance, but it certainly illuminates how these guys operate." - **Cross-promotion of prior content**: "I've talked about this on the sellside M&A master class." ## Communication Patterns - **Direct-to-camera closing pitch**: shifts from teaching to a service call-to-action — "take a step back and give us a call... I've put a link to the contact form in the description." - **Brand tagline**: "Here at PTOAC, we love to kill it for our clients." - **Forward-teasing of upcoming content**: "We'll be doing the valuation master class... kicking off the buy side M&A master class." - **Urgency language in CTA**: "It's probably something you're not going to want to miss." ## Uncertainty Notes - Timestamps in brackets appear to be transcript line markers, not timecodes; **precise timing of delivery features cannot be verified** from this source. - Fillers ("right?", "you know", "I mean") recur throughout, suggesting a spontaneous, unscripted lecture style — though this cannot be confirmed without audio/video evidence. # Position Extraction: Private Equity Partnering Masterclass (Pt. 2) **Speaker:** Paul Jammore (self-identified at end of transcript) **Video:** "What to Ask a Private Equity Firm Before You Partner | Private Equity Pt. 2 Masterclass Moment" ## Core Thesis - A business owner (illustrated via "Gary") should **shift from being pursued to being the hunter** when engaging private equity. - The seller is "the prize" and their business is a **scarce asset**; inbound calls are not the full acquisition universe. ## Recommended Process for Sellers ### 1. Mindset Shift - Seller should think from an **abundance perspective**, not respond passively to inbound outreach. - > "He needs to go out and be the hunter rather than the fisher." ### 2. Run a Broad Competitive Process - Proactively locate buyers rather than waiting; competition strengthens negotiating resolve. - Jammore claims the "Cedar Fork" buyers **would not have been able to squeeze Gary on terms and price** if Gary had more optionality. - Build a list of 40–200 private equity firms: those with prior investments in the industry, plus generalists; "sprinkle in five or six strategic acquirers" to push upward price pressure. ### 3. Seller Chooses, Not the Reverse - > "He is in a position to choose. He does not need to be chosen. He is interviewing the private equity firms, not the other way around." ### 4. Focus on Price First, Then Partner - Amateurs focus on headline price; **pros focus on the partner** — once price is competitive across 2–5 finalists, interrogate the partner fit. ## Diligence Questions for Private Equity Firms ### Fund Number and Track Record - Fund one may indicate a **new firm without track record** — potentially riskier. - Fund five/six with **returning LPs** signals a track record. - **Explicit qualification:** > "I'm not saying that you shouldn't partner with somebody in fund one. I am an LP in a brand new fund right now." He explains his own LP position rests on the founders' prior track record at respected firms — fund one just requires **more diligence** (e.g., talking to LPs). ### Fund Runway - Ask how much capital is already deployed. Example given: a $1B fund with $500M spent means 50% extinguished — how much runway remains? ### Platform Count and M&A Capital - How many platform companies will the fund acquire? With $150M equity per platform, how much remains for add-ons? - Get the PE firm to **commit up front** to capital set aside for M&A in the acquired business. ### Decision Rights - Who approves add-on acquisitions — the operating partners, or a **distant investment committee** unfamiliar with the industry? - Do LPs need to consent to add-on acquisitions? Understand the full decision tree. ### Return Targets vs. Actual Returns - Ask targeted IRR / multiple (e.g., 3x money, 25% IRR target), then **cross-reference with past portfolio CEOs** on what they actually received. - > "Past practice of course doesn't guarantee future performance, but it certainly illuminates how these guys operate." ### Cross-Referencing Method - Ask the PE firm first; then verify with former founders/CEOs of portfolio companies: - Where was the fund in its lifecycle when they partnered, and how did that affect them? - How much acquisition capital was promised vs. actually deployed? - Was the fund reckless or "running scared" on acquisitions? - Discrepancy example: firm claims to be "hands-off," but former founders report extreme control ("I'd ask for permission to take a dump" — quoted from hypothetical founder). ## Illustrative Hypothetical (Gary's Deal) - $100M deal with $30M seller rollover → 30% ownership; Gary must verify whether capital (e.g., $300M for acquisitions) actually exists and how it would be funded. ## Promotional Claims - His firm ("PTOAC") claims 20+ years and "billions of dollars in transactions" with private equity behind the downloadable question list. - Offers consultation for exits 1–10 years out; teases upcoming valuation and buy-side M&A masterclasses. ## Preserved Tensions / Qualifications - Fund-one firms are **riskier but not disqualifying** — Jammore holds both positions explicitly (risk noted; personal LP investment in a fund one). - His track-record heuristic relies on inference (returning LPs imply returns) stated as reasoning, not verified data. # Speaker Attribution Record ## Video **Title:** What to Ask a Private Equity Firm Before You Partner | Private Equity Pt. 2 Masterclass Moment **Video ID:** `01a168c7-c10f-7798-a671-900f294534ef` ## Identified Speakers ### Primary (and sole) speaker: Paul Jammore — Creator / Host - Self-identified at the close: *"Again, I'm Paul Jammore. Thank you for joining me today."* - Speaks throughout the entire transcript in an instructional, first-person capacity: - Narrates a hypothetical case study about a business owner referred to as **"Gary."** - References his own experience: *"I am an LP in a brand new fund. I'm in a fund one right now."* - References his prior teaching content: *"I've talked about this on the sell-side M&A master class."* ### No other speakers detected - No guest, co-host, or interviewee appears in the transcript. - A second-party addressee is implied at one point (*"You know, Gary, it would also be wise to ask…"*), but this appears to be the creator continuing his coaching narration to the case-study figure, not a present participant. ## Roles Mentioned Within Content (non-speaking) These are figures discussed by the creator, not speakers: - **Gary** — hypothetical business owner / case-study subject. - **"The Cedar Fork guys"** — referenced private equity firm in the case study. - **Paul** — example PE firm representative quoted in illustrative dialogue (*"So Paul, we're in fund five…"*). - **Former CEOs / founders, LPs, investment committees** — referenced as diligence contacts, not speakers. ## Promotional Segments ⚠️ The closing portion is explicitly promotional for the creator's firm: - *"Here at PTOAC, we love to kill it for our clients."* - Call-to-action to contact the firm: *"take a step back and give us a call… please contact us directly. I've put a link to the contact form in the description."* - LinkedIn contact solicitation. - Downloadable lead magnet: *"click on the link below to download the questions you should ask private equity."* - Upcoming content promotion: valuation master class, buy-side M&A master class, further private equity content. - Credibility claim attached to the offer: *"a culmination of 20 plus years and billions of dollars in transaction with private equity."* *(claim of the speaker, recorded not verified)* ## Provenance Notes - **Referenced prior works:** the creator's "sell-side M&A master class" (prior series). - **Referenced third parties:** Cedar Fork (PE firm), "XYZ Capital" (illustrative), unnamed PE firms and LPs. - **Comment availability:** not stated in the provided material. - **Curated metadata:** none supplied beyond the transcript and title. We talk about what Gary did. Here's what Gary should have done to put him in the absolute best position to get the highest price, the best terms, as well as the best post deal outcome. Now, the first thing he needed to do was shift his mindset. I mean, Gary, like many people, get these emails and calls and they believe, okay, this is the acquisition universe. That's not the case. Gary has to realize that he is the prize and his business is a very scarce asset and there's going to be a lot of potential buyers buying for this. So, he needs to think from an abundance perspective and he needs to go out and be the hunter rather than the fisher. And I've talked about this on the sellside M&A master class. You know, when you're selling a business, you don't wait for buyers to come to you. You go out and locate those buyers and you run a competitive process by introducing competition. The Cedar Fork guys would not been able to squeeze him on terms and price because the more optionality Gary has, the stronger his resolve is in negotiating. So number one, mindset shift. Number two, run that broad process. Number three, he is in a position to choose. He does not need to be chosen. He is interviewing the private equity firms, not the other way around. So, he needs to take control of that process. And so, Gary decided, hey, I've got a wonderful investment opportunity. I've got a five plus year horizon. I want to take some chips off the table. I want to build this thing and I want to exit it for a massive payday 5 years from now. Now, I've got to find the right partner. And so instead of finding himself in the position where he's talking to Cedar Fork and maybe one or two other players, now he's got 50 or 60 private equity firms, he's gone out and researched which private equity firms have made investments in my industry, both past and present. They certainly get contacted. Which other private equity firms are generalists and would likely take a look at my industry and my business? They get contacted. You go broad. It might be 40. It might be 50. It might be 200 private equity firms. You might sprinkle in five or six strategic acquirers just to push upward pressure on price. But you run that full process. And then once you whittle it down, you get it down to the last maybe two, three, four players. You've pushed up the price. You know, Gary was originally focused on the headline price. But as I said earlier on in our discussion, it's the pros that are really focused on the partner. Once you get that price up to where it should be, now you focus on the partner. So once you've got those two, three, four, five private equity players, now you're able to go sit down with them and you start asking them questions. They begin with who are you, right? So what fund are you in? Are you in fund one, fund two, fund three, fund four? Uh sometimes when they're in the first fund that means that the private equity group is new, right? They've just raised one fund and that might be risky, right? They don't have a track record. You got somebody that's in fund five or six, especially five or six and you've got the same limited partners or LPs investing in each of these funds. They've got a track record, right? These LPs are coming back. They're getting a return. So they want to invest in the next fund. Oh, we did a great job. next fund. I'm not saying that you shouldn't partner with somebody in fund one. I am an LP in a brand new fund. I'm in a fund one right now. But the reason why I'm in the fund one is because the guys who put this firm together came from other firms that I respect. They have a track record and I think they're going to kill it on this. So for me, investing in fund one was exciting. Um again, I don't want I don't think you should exclude a private equity firm just because they're fund one. It just means you have to do a little bit more diligence. You might want to talk to their LPs. Now, you sit down, you ask private equity firms that, hey, one says, I'm in fund two. Okay. Well, where are you in fund two? How much capital have you already blown through in fund two? Well, fund two is a billion dollar fund and we've spent a half billion dollars already. Well, 50% of the fund is now extinguished. So, how much runway will there be for you? And so you can take that when you sit down with the private equity fund and now you're writing down your questions and you're going to cross reference everything with the past portfolio companies, right? So Paul, we're in fund five and you know we're about a third of the way through. Okay, that might be acceptable. When I check the references, or rather when Gary checks the references, now he's going to be able to talk to the other CEOs and say, "Hey, where were you when you partnered? Where were they in the fund? Were they at the beginning of the fund, the middle of the fund, the end of the fund? And how did that impact you? Um, you'll be able to ask them, how many platform companies are will you acquire in this fund? I mean, it's like, hey, you've got a billion dollar fund and they're committing, you know, 150 million in equity per platform company. How much is left over for acquisitions? So, understanding how many platforms will fit in each fund, of course, is important. And then getting the private equity firm to commit to you up front. It's like, "Hey, I've got this great business in Tulsa. You're spending $100 million on it, and there's a lot of potential acquisition opportunity out there for us. I, as Gary, want to grow the heck out of this thing, and I want to do a lot of different deals. I don't want to be reckless, but I think I know a lot of competitors we can go out and buy. How much capital are you setting aside for me to do M&A?" Then with that answer, now you're able to go back to the past founders and CEOs and say, "Well, how much did they tell you they were going to be able to invest in acquisitions?" Did they? How were they when they invested in acquisitions? Were they reckless paying any sort of number? Were they far too disciplined and running scared? Right? So, you never got any deals done. So, how much money did they promise you that they'd be able to invest in acquisitions? How much did they actually deploy? Who made those decisions? So, private equity firm, we've got an acquisition target. I bring somebody to the table. I think it'd be great for this business. Who do I need to talk to? Is the partners I work with? Does the investment committee whom I don't even really know the investment committee and they don't really know my industry. They're just finance merits. Are they the ones making the decision as to whether or not I can go out and make this acquisition that I think is going to grow the out of my business? I don't know. So, I need to know that. What do the LPS have to say? I mean, do we have to go to LPs and ask their permission for us to do an add-on acquisition? Like, how far on does this actually go? Like, what does the decision tree look like? And then again, cross reference that with the fast portfolio CEOs, what did they go through? What was it like to actually do a deal? How did they have to support that? Was it was the fund reckless? Was it too disciplined? Where was it? So, I think these are all important questions because again, if I'm Gary and I stick to myself, my deal is 100 million. I'm rolling 30 million into this. So, I'm going to own 30% of this. Then I want to go out do deals. How much is available for me to acquire? Like, I know that I can go out and spend 300 million and I can grow this business. Does that capital exist? How do we fund this? You know, Gary, it would also be wise to ask each private equity fund what their required rate or targeted rates of return, their IR or multiple on the fund is. So, some private equity firms will say we need to earn 3x our money or we've got an IRRa target of 25%. That's all well and good. Those are their targets. Now, go back to the CEOs. Hey guys, what did they tell you the targets were? What did you actually get out of this? John, you sold your business to XYZ Capital for 100 million bucks and you exited. How much did you exit for? What was your internal rate of return on your investment? Past practice of course doesn't guarantee future performance, but it certainly illuminates how these guys operate and how disciplined they are in deploying capital. So asking the questions first to the private equity firm, make your list, get them all figured out, and then cross reference it to determine what if what these guys are saying is actually true. I mean, what you might hear is, "Hey, we're really handsoff. We let the founders make all the big decisions and then you talk to the former founders and they're like, "Hey, they didn't let us do jack Like, I'd ask for permission to take a dump." 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 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, 5 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 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.