Buyer track-record validation — the reference-call interrogation script.

References are the only direct evidence of a buyer's actual behavior. Without them, every buyer claim is unverified. The buyer-curated list of two happy clients is a selection-bias problem dressed up as transparency — it tells you nothing about the deals that went sideways.

§ 01 · Reference discovery and selectionBypass the curated list.

Full list requirement. Do not accept a curated list of two or three references. Demand a list of all acquisitions completed in the past 36 months. This prevents cherry-picking. From this full list, the seller (not the buyer) selects 2–3 previous owners to contact directly. Randomization is the point.

Contact protocol. The buyer should facilitate introductions, but the seller conducts the conversations directly. A refusal to provide contact information citing "confidentiality" is a High Severity red flag — legitimate buyers can easily obtain permission from happy sellers. Confidentiality is rarely a genuine barrier; reluctance to make the introduction is the signal.

§ 02 · The interrogation scriptSpecific questions, not general ones.

Deal integrity: "Did the deal terms change between the LOI and the closing table?" "Did you receive your full earnout payment at the agreed date?" "Were there disputes over earnout metrics or achievement?" "Did the buyer try to renegotiate price or terms during diligence?"

Integration and operations: "Who specifically managed your integration, and were they introduced to you pre-close?" "Did the buyer follow through on the integration plan they presented?" "What was your staff retention rate at the 12-month and 24-month marks?" "Were there unexpected operational changes — AMS migration, process changes — that disrupted the business?"

Cultural and relational: "How would you characterize your relationship with the buyer post-close?" "Did the buyer support your growth trajectory, or did they cut costs aggressively?" "Would you do business with this buyer again if you had the choice?" "What surprised you most about the integration process?"

General questions yield general answers. The list above is the floor, not the ceiling — add deal-specific questions based on the buyer archetype and the structure of your prospective deal.

§ 03 · Earnout-performance auditPercentage paid in full, broken down.

Since earnouts often comprise 20–40% of total purchase price, the buyer's history of paying them is a direct proxy for your future revenue realization. Request a specific breakdown over the last 36 months: percentage paid in full (100%), percentage paid partially (50–99%), percentage missed (below 50%).

Evaluation framework: Above 80% paid in full is a strong credibility indicator suggesting realistic goal-setting and operational support. Between 50% and 80% is moderate credibility — some buyer support but variable operational success. Below 50% paid in full is a Critical risk indicator suggesting the buyer sets unrealistic growth goals to inflate headline price.

Probability weighting: Apply the buyer's historical earnout payment rate to your own deal projection. If a buyer has only paid 60% of earnouts in full, weight your earnout value at 60% of the projected amount. The Zero Value Heuristic in its applied form.

The "We Don't Track" red flag: A sophisticated financial buyer that does not track earnout performance metrics is either lying or incompetent enough to run a business without basic performance measurement. In a Credibility Scoring model this response costs 15+ points minimum. Assume a 50% or lower earnout realization rate for any buyer unable or unwilling to produce earnout data.

§ 04 · Retrade history pattern recognitionLegitimate versus predatory.

A Retrade is a buyer attempting to lower purchase price or alter material terms after the LOI is signed and exclusivity is granted. Legitimate retrades involve a single price adjustment tied to a quantifiable material discovery (a missing line on the EBITDA bridge, undisclosed revenue volatility) with transparent methodology. Predatory retrades are a pattern across multiple deals — minor issues used to extract late-stage concessions while the seller is exhausted and emotionally committed.

Verification: ask references — "Did the buyer lower the price at the 11th hour for minor issues?" If multiple previous sellers report this pattern, assume it will happen to you. Pattern recognition typically surfaces after 2–3 reference calls.

LOI-to-Close Variance: "Did you close on the exact terms in the LOI?" If the answer is "no" across multiple references, treat the buyer's LOI as a soft offer regardless of the stated price. Build buffer room into your reservation price for the likely modification.

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