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VDR glossary · Due diligence

What is operational due diligence?

Definition

Operational due diligence: A review of how a target actually runs day to day, covering processes, supply chain, facilities, systems and staffing, to test whether the business plan can be delivered and where improvements lie.

How it works in a data room

Operations advisers request process maps, capacity and utilization data, supplier lists, maintenance records, IT system inventories and organization charts. Much of this material is spreadsheets and internal reports rather than signed contracts, so it changes often and arrives late. The room’s request tracker ties each document to the relevant item on the due diligence request list, and site visits or interviews are scheduled alongside the document review.

Why it matters in a deal

Financial statements show results; operational diligence explains how they were produced and whether they can be repeated or improved. Buyers use it to size cost savings, spot single points of failure, such as one supplier or one ageing plant, and prepare the first 100 days of post-merger integration. Private equity buyers in particular build their value creation plans on it.

Example

A private equity fund looks at a food manufacturer with three plants. Operational review of maintenance logs and production data shows that one plant runs at 95 percent of capacity with frequent unplanned stops. The fund adjusts its growth case, budgets for new equipment and negotiates a lower price. The manufacturing and industrials guide covers sector rooms.

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