Why Operating Partners Are Now Involved Before the Deal Closes

Introduction 

Five years ago an operating partner often arrived at portfolio companies several weeks after completion armed with a one-hundred-day plan and a friendly handshake. Today the timetable has changed. Private-equity deal teams are now bringing operators into the room while the data room is still open. 

The shift is driven by three forces. First, headline multiples remain high for quality assets even as financing costs rise, leaving little room for error. Second, value-creation windows have shortened. Limited partners expect proof of execution inside the first two board packs, not the third annual review. Third, complex digital and cross-border models expose operational land mines that a spreadsheet or management interview struggles to surface. 

Involving operators early lets funds stress-test upside stories, model margin leakage, and map integration hurdles long before the signing dinner. This article explains the trend, outlines benefits and watch-outs, and offers a practical checklist for integrating an operating partner in commercial due diligence. It draws on eComplete’s experience reviewing more than forty consumer and digital deals for mid-market funds across Europe and North America. 

From Deck Validation to Data Validation 

Traditional commercial due diligence focuses on market sizing, competitor share, and growth forecasts. Those lenses still matter, but they rarely capture the execution realities that decide whether a business hits its plan. Funds now ask operating partners to validate four data layers before issuing a binding offer. 

 Always confront management with operator-led questions during the second management-presentation round. If the answers rely on averages or cannot be pulled live from dashboards, assume estimates are optimistic. 

Case example 

A UK-based beauty brand presented a 28 per cent three-year revenue CAGR and a 75 per cent gross-margin story. eComplete’s diligence team rebuilt the landed cost stack by SKU and shipping zone. Fulfilment cost-to-serve averaged £3.60 per order, not the £1.90 embedded in the model. Adjusted EBITDA margin dropped four points. The fund renegotiated price and secured a warehouse-efficiency action plan before signing. 

De-Risking Integration on Day Zero 

Post-merger value creation often stalls when integration tasks emerge after completion. Early operator involvement pulls those tasks forward. 

• Typical pre-close integration insights
• Tech-stack mapping
• Identify platforms with proprietary code or single-developer risk.
• Flag months needed to migrate to modern commerce stacks.
• Talent gap analysis
• Compare current org chart with the operator’s target model.
• Build costed hiring roadmap ready for close plus 30 days.
• Supply-chain contract exposure
• Review third-party logistics agreements for volume ratchets.
• Negotiate step-down rates contingent on grant of exclusivity.
• International compliance
• Check local VAT registrations, product labelling, and data‐privacy obligations.
• Quantify delay cost if additional licences are required. 

Q&A 

 Q: How early should an operating partner meet key functional heads? 

 A: Immediately after NDA execution. Early rapport uncovers undocumented workflows and eases future change management. 

Integration health-check scorecard 

Funds that run the health-check pre-signing report 30 per cent faster integration timelines according to a 2024 Bain survey. 

Validating Upside: Beyond the Spreadsheet 

Investment memos rely on upside levers such as own-brand mix expansion, multi-market rollouts, or subscription launches. Operators convert these levers into testable work streams during diligence. 

Own-brand mix expansion 

• Model risk: Management assumes private-label share rises from 30 per cent to 70 per cent in three years.
• Operator test: Review supplier MOQ, brand equity surveys, and contribution-margin uplift by product.
• Outcome: Accept upside only if production slots and IP registration are secured pre-close. 

International rollout 

• Model risk: Forecast adds five markets at a three-month interval using copy-paste playbooks.
• Operator test: Build bottom-up P&L per territory with duty, language support, marketing CPM, and return rate.
• Outcome: Stage launches by customer-scorecard potential and adjust payback benchmarks. 

Subscription or loyalty schemes 

• Model risk: 20 per cent of customers adopt subscription at launch.
• Operator test: Analyse repurchase frequency, basket stability, and churn propensity by cohort.
• Outcome: Reduce take-up expectation to 8 per cent and add investment line for retention marketing. 

Operating partner private equity collaborations should embed upside tests as conditions precedent in the SPA. That secures budget and management alignment long before board approval cycles. 

Building a Full-Lifecycle Partner Model 

eComplete positions itself as a full-lifecycle partner, not a post-close contractor. Our approach integrates commercial due diligence, deal assist, and execution: 

 “eComplete saved us six months of firefighting. Their supply-chain lead renegotiated freight before close, adding two margin points we would have missed.” 

 - Operating Partner, European mid-market fund 

Practical Checklist: Embedding an Operating Partner During Diligence 

Funds adopting this cadence report higher bid-to-close conversion, fewer working-capital true-up disputes, and quicker debt covenant compliance. 

Conclusion 

Operating partners are no longer a post-completion luxury. They are a diligence essential. By involving real operators before the ink dries, funds can: 

Replace high-level market optimism with line-item margin truth. 

Secure integration resources and talent while the deal is still warm. 

Validate upside levers with real workflows and cost disciplines. 

Prevent working-capital surprises and margin erosion. 

Accelerate value creation so that LPs see impact by the second board. 

Add execution insight before the ink dries. We support funds during diligence, not just post-close. 

 Talk to our specialist team