What Is Operational Due Diligence?
The assessment of a target company's operations, technology, processes, and team before acquisition to validate assumptions and identify risks.
Operational Due Diligence Explained
Operational due diligence (ODD) goes beyond financial due diligence to evaluate how a business actually runs. While financial DD verifies the numbers, operational DD verifies that the business can sustain and improve those numbers under new ownership.
Key areas of assessment include management team quality, technology infrastructure, customer concentration, process maturity, scalability of operations, regulatory compliance, and organizational culture. Each area produces a risk rating and a list of improvements needed.
The output of ODD directly feeds the value creation plan. If ODD reveals that the CRM is a spreadsheet, sales follow-up is inconsistent, and 40% of calls go to voicemail, those findings become value creation initiatives: implement CRM, standardize sales process, deploy AI receptionist.
ODD has become increasingly important as PE firms pay higher multiples. At 8 to 10x EBITDA, there is less room for error. Understanding operational risks before closing prevents overpaying and enables more accurate value creation modeling.
Why Operational Due Diligence Matters
25% of PE deals fail to meet return targets due to operational issues that were not identified during due diligence. ODD catches problems like key-person dependency, technology debt, and process fragility before you write the check.
Common Mistakes
- 1
Skipping operational DD because financial DD looked clean
- 2
Only interviewing senior management without talking to frontline employees
- 3
Not assessing technology debt, which can require millions to fix post-acquisition
Related Terms
Value Creation Plan
A PE firm's strategic roadmap for increasing a portfolio company's enterprise value between acquisition and exit, typically over 3 to 7 years.
100-Day Plan
A structured action plan for the first 100 days after a PE acquisition, focused on quick wins, team assessment, and laying groundwork for the value creation plan.
Tech Stack Rationalization
Evaluating and consolidating a company's technology tools to eliminate redundancy, reduce costs, and improve data flow between systems.
Private Equity (PE) Portfolio Operations
Strategic and operational support for companies within a PE firm's portfolio, focused on driving growth, improving margins, and preparing for exit.
How Attainment Helps
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Frequently Asked Questions
What is the difference between operational and financial due diligence?
Financial DD validates the numbers (revenue, EBITDA, cash flow). Operational DD validates the business behind the numbers (team, processes, technology, scalability). Financial DD tells you what the company earns. Operational DD tells you if those earnings are sustainable.
How long does operational due diligence take?
Typically 3 to 6 weeks, running in parallel with financial and legal DD. It includes management interviews, site visits, technology assessment, process documentation review, and customer/vendor reference calls. Rushed ODD misses critical issues.
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