Diligence is where a good growth story meets the spreadsheet behind it. I have prepared marketing and revenue data for founders heading into raises, and the pattern is consistent: the problems are rarely that the business is bad. They are that the CAC in the deck does not match the CAC finance can rebuild, nobody can show pipeline by source for more than two quarters, or the ad accounts sit in an agency's business portfolio. All of that is fixable, but not in the two weeks after a term sheet. This is what I prepare, and roughly in what order.
What investors and acquirers are actually testing
Marketing diligence is not a review of your creative or your brand. It tests three things. First, repeatability: is growth coming from a system that will keep working with more capital, or from a founder's network, one lucky channel or a one-off spike? Second, efficiency: what does it cost to acquire a customer, how long does it take to earn that cost back, and is it getting better or worse as you spend more? Third, reliability of the numbers: can the figures in your deck be rebuilt from source data by someone who does not work for you? Series A investors weigh repeatability and efficiency most, because they are funding the next stage of growth. Acquirers, especially strategic ones, add questions about integration: who owns the customer data, which contracts and tools transfer, and how dependent revenue is on people who might leave. Private equity buyers tend to go deepest on efficiency and cohort quality. In all three cases, the worst outcome is not a weak metric. It is a metric that changes when they recompute it, because that makes every other number in the deck suspect. I cover what moves the multiple itself in a separate piece on SaaS valuation.
The marketing data room: metrics checklist
This is the list I prepare, each with monthly data for at least the last eight quarters where it exists, and a definitions tab. 1. New customers and new revenue by month, by segment and by original source. 2. Fully loaded CAC, plus blended and paid CAC, with the cost lines listed. 3. CAC payback, gross-margin adjusted. 4. Sales and marketing spend by channel and by category: media, people, agencies, tools. 5. Pipeline created by source: marketing-sourced, outbound, partner, customer referral. 6. Funnel conversion rates by stage over time: lead to MQL, MQL to SQL, SQL to opportunity, opportunity to win. 7. Win rate, average deal size and sales cycle length by segment. 8. Cohort retention: logo and revenue retention by acquisition cohort, and net revenue retention. 9. Customer concentration: share of revenue from the top customers. 10. Channel concentration: share of new customers from the top channel. 11. For D2C: contribution margin after returns and RTO, and repeat purchase rate by cohort. 12. Marketing headcount, agencies and key contracts with notice periods. Every figure should reconcile to finance. Revenue should match the accounts, and bookings should be clearly separated from recognised revenue; Andreessen Horowitz notes that treating the two as interchangeable is a common mistake.
Asset ownership: the diligence question founders forget
Acquirers in particular will ask who owns the marketing assets, and the honest answer is sometimes uncomfortable. Check each of these before the process starts. Ad accounts: are your Meta ad accounts owned by your own business portfolio, or created inside an agency's? Meta's help documentation says an ad account created in one business portfolio cannot be transferred to another business's portfolio, so an account your agency created stays theirs. Google Ads: is the account linked to an agency manager account, and does that manager hold administrative ownership? Analytics and tag management: does someone at your company hold the Administrator role in GA4 and admin access in Google Tag Manager? CRM: is it on a company contract, with a company admin, and does it contain the full customer history? Domains, email sending domains, social handles and the website hosting account belong on the list too. A buyer is paying partly for the customer data and the conversion history. If those live in someone else's account, the asset is weaker than the deck suggests, and fixing it during diligence looks worse than fixing it quietly six months earlier. My agency switching checklist covers the ownership checks in detail.
Red flags that slow a process down
These are the issues I see cause the most back-and-forth. CAC that only includes media, which gets recomputed by the investor and comes out much higher. Attribution that changes definitions between quarters, so pipeline by source cannot be compared over time. A CRM where original source is blank or overwritten for a large share of deals. Revenue concentration in one channel, especially a channel whose costs you do not control, without any evidence that you have tested alternatives. Cohorts that retain worse each quarter as spend grows, which suggests paid growth is buying lower-quality customers. Spend that ramped sharply in the quarter before the raise, inflating the growth rate while payback quietly lengthened. And ROAS claims based on platform-reported conversions with no incrementality evidence. None of these automatically kills a deal. What kills credibility is being surprised by them. If you know a metric is weak, show it, explain it and show the plan. Investors expect imperfection at growth stage. They do not expect the founder to learn about it from their analyst.
A timeline: what to fix six months out
If a raise or sale is six months away, this is the order I work in. Months one and two: definitions and ownership. Write the definitions sheet for CAC, MQL, SQL, opportunity and source; agree it with finance. Move any assets you do not own into company-controlled accounts. Fix the CRM source field going forward and backfill what you can from form data and UTMs. Months three and four: reconciliation. Rebuild CAC, payback and cohort retention from source data and reconcile them to the accounts. Where historic data is unreliable, say so in the definitions tab rather than inventing precision. Run at least one incrementality test on your largest paid channel, so you have evidence beyond platform ROAS; my geo holdout guide shows a version that works on modest budgets. Months five and six: the narrative. Build the data room tabs, write a short memo explaining each metric's trend, and rehearse the questions with someone who will push hard. The aim is that when the investor's analyst rebuilds your numbers, they arrive at yours. That is the single biggest thing marketing can do to keep a process moving.
Sources
Andreessen Horowitz, 16 Startup Metrics (bookings vs revenue, blended vs paid CAC): https://a16z.com/16-startup-metrics/ Meta Business Help Center, About Account Sharing Limitation (ad accounts created in a business portfolio cannot be transferred to another business): https://www.facebook.com/business/help/563249781254715 Google Ads Help, About user access levels for your manager account (administrative ownership): https://support.google.com/google-ads/answer/9977851
FAQ
Typically CAC (fully loaded, blended and paid), CAC payback, pipeline and new customers by source, funnel conversion by stage over time, cohort retention and net revenue retention, plus spend by channel. All of it should reconcile to finance.
I aim for monthly data across the last eight quarters where it exists. Where older data is unreliable, say so in a definitions tab rather than presenting it as precise.
Yes, especially in an acquisition. Conversion history and audiences live in those accounts. Meta ad accounts created in an agency's business portfolio cannot be transferred to yours, so check ownership well before a process starts.