Khaled Azar 
Customer reference calls in SaaS due diligence usually happen in the final week or two before close, when the buyer is validating whether the customer story matches the data room. Software Equity Group describes customer calls as a final step when closing is nearly certain, and SaaS Capital’s 2026 survey of more than 1,000 private B2B SaaS companies puts median gross revenue retention at 91% for bootstrapped companies with $3M to $20M in ARR. That is the real test: do customers confirm the retention story your metrics already told?
Most sellers treat reference calls like a courtesy request. That is a mistake. A buyer is not calling customers to make small talk. They are trying to confirm product value, renewal risk, support quality, roadmap trust, and whether the customer would stay after the transaction.
Why Customer Reference Calls in SaaS Due Diligence Matter
The call matters because it turns private customer sentiment into transaction evidence.
By the time a buyer asks for references, most of the hard diligence has already happened. The buyer has seen the financials, contracts, product metrics, and data room. If you built the data room correctly, the call should confirm what the buyer already believes. That is why I like customer calls to happen after the buyer has enough conviction to be serious, not early enough to create needless customer risk.
The seller’s job is to control the process without scripting the answer. You can choose the right customers, set the context, protect confidentiality, and define scope. You cannot coach a customer to say something untrue. The line is simple: prepare them for the logistics and topic, not the testimony.
SEG says many SaaS diligence processes run 30 to 45 days, with customer calls near the final phase. If those calls reopen risk late, the seller loses momentum when there is little time left to repair it.
This is why reference calls belong in the same process discipline as what happens between LOI and close. The LOI does not end selling. It changes the audience. You are now selling confidence to people whose job is to find the weak spot.
Build the Customer Reference List Before the Buyer Asks
The best reference list is not just your happiest customers. It is a balanced proof set. I want references that map to the buyer’s actual concerns: retention, implementation, support quality, expansion potential, and customer concentration risk.
Start with six to eight candidates. You may only offer three or four calls, but you need backups. Include different customer sizes, tenures, use cases, and contract types. If one customer represents a large percentage of ARR, decide whether that relationship should be included, delayed, or handled with a narrower scope. That choice connects directly to customer concentration risk in a SaaS exit.
| Reference type | What it proves | Seller risk |
|---|---|---|
| Long tenure customer | Product is durable and hard to replace | May mention legacy product debt |
| Recent implementation | Onboarding process still works today | May not have enough usage history |
| Expansion account | Customer sees more value over time | May expose pricing sensitivity |
| Large customer | Enterprise quality and support depth | Can magnify concentration concerns |
The mistake is offering references based on who likes you personally. Buyers care about why customers stay. SaaS Capital’s 2026 benchmark shows median NRR at 103% and top decile NRR at 117.9% for bootstrapped SaaS companies in the $3M to $20M ARR band. If your references cannot explain expansion, adoption, and renewal logic in plain English, your NRR story will feel weaker than the spreadsheet.
Pick customer references that prove specific diligence claims. Do not pick them only because they are friendly.
How to Prepare Customers Without Coaching Them
Preparation is ethical when it reduces confusion. It becomes a problem when it tries to manufacture praise.
Call the customer first. Tell them a confidential transaction process is underway, subject to the NDA terms you can disclose. Explain who may call, why the call matters, and what topics are likely to come up. Ask whether they are comfortable participating. If they hesitate, do not force it.
Give them context, not answers. A clean prep note might say: the buyer wants to understand product usage, support experience, renewal intent, and how the product compares with alternatives. A bad prep note says: please tell them support is excellent and that you plan to renew. The first is logistics. The second is coaching.
I also like to ask the customer what they would say if the buyer asked for weaknesses. That is not to bury the answer. It is to avoid being surprised. If a customer says support response times slipped last quarter, you can give the buyer the right context before the call: here is what happened, here is what changed, here is the current response metric.
BDO’s 2026 M&A outlook says sellers need evidence that growth metrics are sustainable, including long term customer relationships. Customer calls are where that evidence gets tested in a live conversation.
Negotiate Scope Before Buyer Access Expands
Customer access should be staged. First, nominated references. Then, if needed, a smaller number of additional calls after scope, timing, and confidentiality rules are clear. Do not allow a buyer to roam your customer base without a real need, especially if the buyer is a strategic competitor or could create market noise.
Set rules in writing. Who will contact the customer? What will be disclosed? How many calls? How long? Are calls recorded? Will the seller or advisor attend? In some deals, the buyer should run the call alone. In others, the seller or advisor should open the call, confirm context, then step back.
The same discipline applies to data access. If the buyer is asking for customer names, contract details, usage reports, and live calls all at once, slow it down. A structured M&A data room preparation process lets you give enough proof without giving away more relationship risk than the stage justifies.
Buyer access is not binary. Give enough access to confirm the deal, but keep customer relationship risk proportional to buyer commitment.
What a Bad Reference Call Really Means
One bad call does not always kill a deal. An unexplained bad call invites a retrade.
In one process we analyzed, a single negative reference call reopened price discussion late in diligence. The customer was not planning to churn. The problem was tone. The buyer heard weak executive sponsorship, vague ROI, and support frustration that had not been framed earlier. None of those facts were fatal alone. Together, they made the buyer question whether the retention data was lagging reality.
In another process, the seller built a reference program before diligence. Each customer mapped to a specific proof point: implementation speed, support quality, expansion, and renewal confidence. The buyer still asked hard questions, but there were no surprises. That structure helped compress the final process by roughly three weeks because calls confirmed the story instead of reopening it.
If a call goes poorly, respond fast. Ask the buyer what they heard. Separate facts from interpretation. Then tie the issue back to data: renewal history, support tickets, product usage, expansion pipeline, or contract terms. If the call exposed a real risk, own it. Buyers forgive risk faster than they forgive spin.
This is also where your earlier work on seller side due diligence red flags matters. If customer weakness exists, disclose it before a reference call forces the issue into the open.
Frequently Asked Questions
When do buyers call customers in due diligence?
Buyers usually call customers late in diligence, often in the final week or two before close. SEG places customer calls in the final phase of a typical 30 to 45 day SaaS diligence timeline.
Can I choose which customers the buyer talks to?
Yes, sellers usually nominate the first reference list. A buyer may later request additional customers, but that access should be staged, limited, and tied to specific diligence questions.
What if a customer says something negative?
Treat the issue as evidence, not drama. Ask the buyer what they heard, verify the facts, then respond with renewal data, support history, product usage, or a clear remediation plan.
How do I prepare customers for a buyer call?
Prepare customers by explaining the process, the confidentiality context, who will call, and the topics likely to come up. Do not script praise or ask them to hide real concerns.
Next Steps
If a buyer is about to ask for customer references, treat the call plan like a closing workstream. I can help you map the right reference list before relationship risk leaks into the deal.